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Resolution - 2006-R0578 - Contract - LEDA Real Property, 301 Acres - 12/07/2006
Resolution No. 2006—RO578 December 7, 2006 Item No. 5.14 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a contract of Sale to convey 301 acres north of the Lubbock Preston Smith International Airport to Lubbock Economic Development Alliance and associated documents. Said Contract of Sale is attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the minutes of the Council. Passed by the City Council this 7th day of December , 2006. DAVID A. M LER, MAYOR ATTEST: Rebecca Garza, City Secretary APPRZ VED A5,jo CONTENT: Rob Allssistant City Manager Development Services APPROVED AS TO FORM: - Linda L. Chamales, Senior Attorney/ Office Practice Section City AttlLinda/RES North Port sale Novembcr 27, 2006 Resolution No. 2006-RO578 December 7, 2006 Item No. 5.14 CONTRACT OF SALE STATE OF TEXAS § COUNTY OF LUBBOCK § This Contract of Sale (the "Contract') is made this 7th day of December 2006, effective as of the date of execution hereof by Seller (the "Effective Date"), by and between the CITY OF LUBBOCK, TEXAS, a Home Rule Municipal Corporation of Lubbock County, Texas, (referred to herein as "Seller"), and LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, a Texas not for profit development corporation formed pursuant to the Development Corporation Act of 1979 (referred to herein as "Buyer"). RECITALS WHEREAS, Seller owns the surface estate of that certain tract of land described on Exhibit "A", attached hereto, and located in Lubbock County, Texas (the "Land"); and WHEREAS, Seller desires to sell to Buyer, and Buyer desires to buy from Seller, the Land and all the rights appurtenant to the Land (collectively, the "Property"). ARTICLE I SALE OF PROPERTY AND ASSIGNMENT OF LEASE AND AGREEMENT 1.01 Sale of the Property. For the consideration hereinafter set forth, and upon the terms, conditions, reservations and provisions herein contained, Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase from Seller, the Property. 1.02 Lease and Agreement. Seller is a party to that certain Lease and Agreement, as defined in Section 4.01(a)(2), below. For the consideration cited herein, and upon the terms, conditions, reservations and provisions herein contained, Seller agrees to assign the Lease and Agreement to Buyer. ARTICLE II PURCHASE PRICE AND EARNEST MONEY 2.01 Purchase Price, The Purchase Price to be paid to Seller for the Property is the sum of Three Hundred Ninety Thousand and No/100 Dollars ($390,000.00) (the "Purchase Price"). 2.02 Earnest Money. Buyer shall deposit the sum of One Hundred and No/100 Dollars ($100.00), as Earnest Money (herein so called) with Lubbock Abstract & Title Company, 1216 Texas Avenue, Lubbock, Texas, 79401 (the "Title Company"), as escrow agent, upon execution of this Contract by Seller and Buyer. All interest earned thereon shall become part of the Earnest Money and shall be applied or disposed of in the same manner as the original Earnest Money deposit, as provided in this Contract. If the purchase contemplated hereunder is consummated in accordance with the terms and the provisions hereof, the Earnest Money, together with all interest earned thereon, shall be applied to the Purchase Price at Closing. In all other events, the Earnest Money, and the interest accrued thereon, shall be disposed of by the Title Company as provided in this Contract. ARTICLE III TITLE AND SURVEY 3.01 Title Commitment. Within thirty (30) calendar days after the Effective Date, Seller, at Seller's sole cost and expense, shall cause to be furnished to Buyer a current Commitment for Title Insurance (the "Title Commitment") for the Property, issued by Title Company. The Title Commitment shall set forth the state of title to the Property, including a list of liens, mortgages, security interests, encumbrances, pledges, assignments, claims, charges, leases (surface, space, mineral, or otherwise), conditions, restrictions, options, severed mineral interests, conditional sales contracts, rights of first refusal, restrictive covenants, exceptions, easements (temporary or permanent), rights-of- way, encroachments, or any other outstanding claims, interests, estates or equities of any nature (each of which are referred to herein as an "Exception"). 3.02 Survey. Seller has caused to be prepared an on the ground survey of the Property (the "Survey"), from a compilation of surveys dated May 22, 2002 and October 21, 2002, respectively. Buyer accepts said Survey as a current survey of the Property. The description of the Property as set forth in the Survey shall be used to describe the Property in the deed to convey the Property to Buyer and shall be the description set forth in the Title Policy. 3.03 Review of Title Commitment, Survey and Exception Documents. Buyer shall have a period of fifteen (15) calendar days (the "Title Review Period") commencing with the day Buyer receives the Title Commitment, in which to give written notice to Seller, specifying Buyer's objections to one or more of the items ("Objections"), if any. Notwithstanding anything to the contrary herein, all exceptions to the conveyance and warranty being set forth in the General Warranty Deed, attached hereto as Exhibit `B", shall be deemed for all purposes as Permitted Exceptions and shall not be subject to Objection by Buyer. All items set forth in the Schedule C of the Title Commitment shall be deemed to be Objections without any action by Buyer. 3.04 Seller's Obligation to Cure; Buyer's Right to Terminate. The Seller shall, within twenty (20) calendar days after Seller is provided notice of Objections, either Contract of Sale — Lubbock Economic Development Alliance Page 2 of 35 satisfy the Objections at Seller's sole cost and expense or notify Buyer in writing of the Objections that Seller cannot or will not satisfy at Seller's expense. Notwithstanding the foregoing sentence, Seller shall, in any event, be obligated to cure those Objections or Exceptions that have been voluntarily placed on or against the Property by Seller after the Effective Date. If Seller fails or refuses to satisfy any Objections that Seller is not obligated to cure within the allowed twenty (20) calendar day period, and if Buyer and Seller do not agree in writing to an extension of that period, then Buyer has the option of either: (i) waiving the unsatisfied Objections within sixty (60) calendar days after the expiration of the Title Review Period, in which event those Objections shall become Permitted Exceptions (herein so called), or (ii) terminating this Contract by notice in writing and receiving back the Earnest Money, in which latter event Seller and Buyer shall have no further obligations, one to the other, with respect to the subject matter of this Contract. 3.05 Title Policy. At Closing, Seller, at Seller's sole cost and expense, shall cause a standard Texas Owner Policy of Title Insurance ("Title Policy") to be furnished to Buyer. The Title Policy shall be issued by the Title Company, on behalf of Lawyers Title Insurance Corporation, in the amount of the Purchase Price and insuring that Buyer has indefeasible fee simple title to the Property, subject only to the Permitted Exceptions. ARTICLE IV REPRESENTATIONS, WARRANTIES, COVENANTS, RESERVATIONS AND AGREEMENTS 4.01 Representations and Warranties of Seller and Buyer. (a) To induce Buyer to enter into this Contract and consummate the sale and purchase of the Property in accordance with the terms and provisions herewith, Seller represents and warrants to Buyer as of the Effective Date and as of the Closing Date, except where specific reference is made to another date, that: (1) To the knowledge of Seller, the descriptive information concerning the Property set forth in this Contract is complete, accurate, true and correct. (2) To the knowledge of Seller, excepting (i) that certain Farm Lease dated November 12, 2001, by and between Seller and Frank Soliz; (ii) Agreement, made as of June 13, 2001, Resolution No. 2001- R0210, by and between the Burlington Northern and Santa Fe Railway Company, a Delaware corporation, and the City of Contract of Sale — Lubbock Economic Development Alliance Page 3 of 35 Lubbock, a Texas municipal corporation (the "Agreement"); and (iii) Lease, dated as of May 1, 2001, Resolution No. 2001-R0209, by and between the Burlington Northern and Santa Fe Railway Company, a Delaware corporation, and the City of Lubbock, a Texas municipal corporation, covering the lands described therein (the "Lease"), to which the sale and conveyance of the Property shall be subject, there are no adverse or other parties in possession of the Property or any part thereof, and that no party has been granted any license, lease or other right related to the use or possession of any of the Property, or any part thereof. (3) The Seller has the full right, power, and authority to sell and convey the Property as provided in this Contract and to carry out Seller's obligations hereunder, and that all requisite actions necessary to authorize Seller to enter into this Contract and to carry out Seller's obligations hereunder have been, or by the Closing, will have been taken. (4) To the knowledge of Seller, the Seller has not received notice of, and has no other knowledge or information of, any pending or threatened judicial or administrative action, or any action pending or threatened by adjacent landowners or other persons against or affecting the Property. (5) Seller has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection with this transaction or taken any action which would result in any real estate broker commissions or finder's fee or other fees payable to any other party with respect to the transactions contemplated in this Contract. (b) To induce Seller to enter into this Contract and consummate the sale and purchase of the Property in accordance with the terms and provisions herewith, Buyer represents and warrants to Seller as of the Effective Date and as of the Closing Date, except where specific reference is made to another date, that: (1) The Buyer has the full right, power, and authority to sell and convey the Property as provided in this Contract and to carry out Buyer's obligations hereunder, and that all requisite actions necessary to authorize Buyer to enter into this Contract and to carry out Buyer's obligations hereunder have been, or by the Closing, will have been taken. (2) Buyer has not contracted or entered into any agreement with any real estate broker, agent, finder, or any other party in connection Contract of Sale — Lubbock Economic Development Alliance Page 4 of 35 with this transaction or taken any action which would result in any real estate broker commissions or finder's fee or other fees payable to any other party with respect to the transactions contemplated in this Contract. 4.02 Covenants and Agreements of Seller and Buyer. (a) Seller covenants and agrees with Buyer as follows: (1) From the Effective Date until the date of Closing or earlier termination of this Contract, Seller shall: (i) Not enter into any written or oral contract or other agreement of any kind with respect to, or affecting, the Property that will not be fully performed on or before the Closing or would be binding on Buyer after the date of Closing. (ii) Advise the Buyer promptly of any litigation, arbitration, or administrative hearing concerning or affecting the Property. (iii) Not take, or omit to take, any action that would result in a violation of the representations, warranties, covenants, and agreements of Seller. (iv) Not sell, assign, lease or convey any right, title or interest whatsoever in or to the Property, or create, or permit to exist, any lien, encumbrance, or charge thereon. (b) From the Effective Date until the date of Closing or earlier termination of this Contract, Buyer shall: (1) Not take, or omit to take, any action that would result in a violation of the representations, warranties, covenants, and agreements of Buyer. 4.03 Reservations of Seller. Seller, for itself, its successors and assigns, and for the use and benefit of the public, reserves from the sale and conveyance of the Property the following: (a) The right of flight for the passage of aircraft in the airspace above the Property, together with the right to cause in said airspace such noise, airwaves and soundwaves as may be inherent in the operation of aircraft, now known or hereafter used, for navigation of or flight in said airspace, and for the use of said airspace for landing on, taking off from or operating on the Preston Smith Lubbock International Airport Contract of Sale — Lubbock Economic Development Alliance Page 5 of 35 (collectively, the "Activities"). Nothing herein shall be construed to restrict or prohibit the use of the Property by Buyer, its successors and assigns, that is in accordance with Title 14, Part 77 of the U.S. Code of Federal Regulations. Further Buyer, for itself, its successors and assigns, hereby waives and releases Seller, it successors, assigns, elected officials, officers and agents, from and against any and all claims, losses, damages, harms and injuries it may sustain, whether occurring now or in the future, and whether known or unknown, arising from or related to, the Activities. 4.04 Independent Evaluation of Buyer. Buyer has made an independent inspection and evaluation of the Property and acknowledges that Seller, except as expressly set forth in this Contract, has made no statements or representations concerning the present or future value of the Property, and/or, the Lease and Agreement (as used in, and only as used in, this Section 4.04, the Property, the Lease and the Agreement are collectively referred as the "Property"), the condition, including the environmental condition of the Property, or the anticipated income, costs, or profits, if any, to be derived from the Property. FURTHER, EXCEPT AS IS EXPRESSLY MADE IN THIS CONTRACT, SELLER MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESSED, STATUTORY, OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, AS TO THE DESCRIPTION, VALUE, QUALITY, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY, MERCHANTABILITY, OR FITNESS FOR PURPOSE OF ANY OF THE PROPERTY. Buyer further acknowledges that, in entering into this Contract, it has relied solely upon its independent evaluation and examination of the Property and public records relating to the Property and the independent estimates, computations, evaluations and studies based thereon. Seller makes no warranty or representation as to the accuracy, completeness or usefulness of any information furnished to Buyer, if any, whether furnished by Seller or any other third party. Seller, its officers, employees, elected officials and agents assume no liability for the accuracy, completeness or usefulness of the material furnished by the Seller, or any of its officers, employees, elected officials and/or agents, if any, and/or any other third party. Reliance on any material so furnished shall not give rise to any cause, claim or action against Seller, its officers, employees, elected officials and/or agents, and any such reliance shall be at Buyer's sole risk. THE CONVEYANCE OF THE PROPERTY SHALL BE ON A "WHERE IS", "AS IS" AND "WITH ALL FAULTS" BASIS, EXCEPT AS MAY BE EXPRESSLY PROVIDED OTHERWISE HEREIN, AND SHALL BE WITHOUT REPRESENTATION OR WARRANTY, EXCEPT AS MAY BE EXPRESSLY PROVIDED OTHERWISE HEREIN, WHATSOEVER, EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, AS TO DESCRIPTION, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY, QUALITY, VALUE, FITNESS FOR PURPOSE, MERCHANTABILITY, OR OTHERWISE. Buyer shall satisfy itself, prior to the Closing, as to the type, condition, quality and extent of the Property and property interests which comprise the Property it is receiving pursuant to this Contract. Contract of Sale — Lubbock Economic Development Alliance Page 6 of 35 4.05 Survival Beyond Closing. The representations, warranties, covenants, reservations and agreements of Seller and Buyer contained in this Contract shall survive the Closing. ARTICLE V CONDITIONS PRECEDENT TO PERFORMANCE 5.01 Performance of Seller's Obligations. Buyer is not obligated to perform under this Contract unless, within the designated time periods all of the following shall have occurred: (i) Seller cures or Buyer waives in writing, within the time periods specified in Article III, all of Buyer's objections made in accordance with Article III. 5.02 Breach of Seller's or Buyer's Representations, Warranties, Covenants and Agreements. Buyer and/or Seller is not obligated to perform under this Contract unless all representations, warranties, covenants and agreements of the other party to this Contract contained in this Contract are true and correct, as of the Closing Date, except where specific reference is made to another date. 5.03 Adverse Change. Buyer shall not be obligated to perform under this Contract, if on the date of Closing, any portion of the Property has been condemned, or is the subject of condemnation, eminent domain, or other material proceeding, or the Property, or any part thereof, has been materially or adversely impaired in any manner. 5.04 Economic Development Administration Grant. Seller shall not be obligated to perform under this Contract unless the Seller shall have been provided evidence, in form and substance satisfactory to Seller, of (i) approval of the conveyance of the Property, as contemplated herein, by the Economic Development Administration of the United States of America ("EDA"); and (ii) a release by the EDA of the Seller of and from all requirements and obligations under grants received by Seller related to the Property, including, without limitation, EDA Grant 08-49-03071 (collectively, the "Grants"). 5.05 Right to Waive Conditions Precedent. Notwithstanding anything contained in this Contract to the contrary, Buyer and/or Seller may, at their option, elect to waive any of the conditions precedent to the performance of its obligations under this Contract by giving to the non -waiving party, at any time prior to Closing, a written waiver specifying the waived condition precedent. 5.06 Termination if Conditions Precedent Not Satisfied or Waived. If any of the conditions precedent to the performance of a party's obligations under this Contract have not been satisfied or waived by the non -waiving party, the non -waiving party may, by giving written notice to the other party, terminate this Contract. On non -waiving party's termination, the Earnest Money shall be immediately returned to the non -waiving party Contract of Sale — Lubbock Economic Development Alliance Page 7 of 35 by the Title Company. Except as otherwise provided in this Contract, Buyer and Seller shall have no further obligations under this Contract, one to the other in the event of such termination. ARTICLE VI CLOSING AND POST CLOSING OBLIGATIONS 6.01 Date and Place of Closing. The Closing shall take place in the offices of the Title Company and shall be accomplished through an escrow to be established with the Title Company, as escrowee. The Closing Date (herein sometimes called), shall be on the earlier to occur of (i) ten (10) days following the completion of all conditions precedent to Buyer's performance of this Contract as set forth in Article V hereof; or (ii) as mutually agreed on by Seller and Buyer. 6.02 Items to be Delivered at the Closing. (a) Seller. At the Closing, Seller shall deliver or cause to be delivered to Buyer or the Title Company, at Seller's sole cost and expense, the following items: (i) The Title Policy, in the form specified in Section 3.05; (ii) The General Warranty Deed, in the form as attached hereto as Exhibit `B", subject only to the Permitted Exceptions duly executed by Seller and acknowledged; (iii) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. (b) Buyer. At the Closing, Buyer shall deliver to Seller or the Title Company, the following items: (i) The sum required by Section 2.01, less the Earnest Money and interest earned thereon, in the form of certified or cashier's check or other readily available funds; (ii) The General Warranty Deed, in the form as attached hereto as Exhibit `B", subject only to the Permitted Exceptions duly executed by Buyer and acknowledged; (iii) Other items reasonably requested by the Title Company as administrative requirements for consummating the Closing. Contract of Sale — Lubbock Economic Development Alliance Page 8 of 35 6.03 Ad Valorem Taxes. (a) It is expressly agreed and understood by Seller and Buyer that the Property is presently exempt from ad valorem taxation by all taxing entities with taxing jurisdiction over the Property. Buyer is a 501c(4) tax exempt organization and will also be exempt from ad valorem taxation by all taxing entities with taxing jurisdiction over the Property. (b) Notwithstanding anything to the contrary contained in this Contract, the provisions of this Section 6.03 shall survive the Closing. 6.04 Possession at Closing. Possession of the Property shall be delivered to Buyer at Closing. 6.05 Costs of Closing. Each party is responsible for paying the legal fees of its counsel, in negotiating, preparing, and closing the transaction contemplated by this Contract. Seller is responsible for paying fees, costs and expenses identified herein as being the responsibility of Seller. Buyer is responsible for paying fees, costs, expenses identified herein as being the responsibility of Buyer. If the responsibility for such costs or expenses associated with closing the transaction contemplated by this Contract are not identified herein, such costs or expenses shall be borne by the parties as same are normally assessed by the Title Company in a transaction of this character. 6.06 Post Closing Obligations of Buyer. From and after Closing, Buyer shall: (a) The Assignment and Assumption Agreement for Leases and Contracts, substantially in the form as attached hereto as Exhibit "C" shall be duly executed by Seller and Burlington Northern and Santa Fe Railway Company, and acknowledged within 60 days of Closing. The City Manager of the City of Lubbock is authorized to extend this time sixty (60) days if the assignment is delayed by Burlington Northern and Santa Fe Railway Company. (b) Comply with all applicable state and/or local statutes, rules, regulations and ordinances relating to airspace restrictions, noise and/or any other aspect of airport and/or aircraft operations, including without limitation, Title 14, Part 77 of the U.S. Code of Federal Regulations. (c) Comply with all terms, provisions and requirements of the Grants. (d) Comply with all terms, provisions and requirements of (i) Lease, dated as of May 1, 2001, Resolution No. 2001-R0209, by and between the Burlington Northern and Santa Fe Railway Company, a Delaware corporation, and the City of Lubbock, a Texas municipal corporation, covering the lands described therein; and (ii) of Agreement, made as of Contract of Sale - Lubbock Economic Development Alliance Page 9 of 35 June 13, 2001, Resolution No. 2001-R0210, by and between the Burlington Northern and Santa Fe Railway Company, a Delaware corporation, and the City of Lubbock, a Texas municipal corporation. (e) Buyer shall not, during the effective term of the Grants and any other period of time directed or advised by the EDA, and/or any other entity with jurisdiction over the Grants, sell or otherwise divest itself of (i) that certain called 7.359 acre tract of land, being described in that certain Warranty Deed, dated July 26, 2001, from Market Lubbock Economic Development Corporation to the City of Lubbock, recorded in Volume 7214, Page 114, Real Property Deeds, Lubbock County, Texas; and/or (ii) that certain called 7.721 acre tract of land, being described in that certain Warranty Deed, dated July 10, 2001, from Market Lubbock Economic Development Corporation to the City of Lubbock, recorded in Volume 7174, Page 151, Real Property Deeds, Lubbock County, Texas (the "Restricted Property"). Notwithstanding the foregoing, Buyer shall be permitted to lease the Restricted Property to third parties for purposes of economic development. This obligation shall be deemed a covenant or condition, and not a limitation, and shall not under any circumstance extend beyond the period of time allowed by law. (f) Notwithstanding anything to the contrary in this Contract, the provisions of this Section 6.06 shall survive the Closing. Buyer shall and hereby agrees to indemnify, defend and hold harmless Seller, its officers, elected officials, agents, successors and assigns from and against any and all losses, demands, damages, costs, harms, injuries, causes of action, fines, penalties, expenses, claims or suits arising from, in connection with, or related to failure to comply with the post closing obligations set forth herein and/or breach of the warranties and covenants of Article IV, including the payment of reasonable attorneys' fees and costs. ARTICLE VII DEFAULTS AND REMEDIES 7.01 Seller's Defaults and Buyer's Remedies. (a) Seller's Defaults. Seller is in default under this Contract on the occurrence of any one or more of the following events: (i) Any of Seller's warranties or representations contained in this Contract are untrue on the Closing Date; or (ii) Seller fails to meet, comply with or perform any covenant, agreement, condition precedent or obligation on Seller's part required within the time limits and in the manner required in this Contract of Sale - Lubbock Economic Development Alliance Page 10 of 35 Contract. (b) Buyer's remedies. If Seller is in default under this Contract, Buyer, as Buyer's sole and exclusive remedy for the default, may terminate this Contract, and, following the expiration of five (5) calendar days after Seller is in receipt of written notice of the default, receive the Earnest Money from the Title Company as liquidated damages. 7.02 Buyer's Default, Seller's Remedies. (a) Buyer's Default. Buyer is in default under this Contract on the occurrence of any one or more of the following events: (i) Any of Buyer's warranties or representations contained in this Contract are untrue on the Closing Date; or (ii) Buyer fails to meet, comply with or perform any covenant, agreement, condition precedent or obligation on Buyer's part required within the time limits and in the manner required in this Contract. (b) Seller's Remedy. If Buyer is in default under this Contract, Seller, as Seller's sole and exclusive remedy for the default, may terminate this Contract and, following the expiration of five (5) calendar days after Buyer is in receipt of written notice of the default, receive the Earnest Money from the Title Company as liquidated damages. ARTICLE VIII MISCELLANEOUS 8.01 Notice. All notices, demands, requests, and other communications required hereunder shall be in writing, and shall be deemed to be delivered, upon the earlier to occur of (a) actual receipt, and (b) three (3) days after the deposit of, in a regularly maintained receptacle for the United States Mail, registered or certified, return receipt requested, postage prepaid, addressed as follows: Contract of Sale — Lubbock Economic Development Alliance Page 11 of 35 BUYER: SELLER: LUBBOCK ECONOMIC Rob Allison DEVELOPMENT ALLIANCE Assistant City Manager/Development Services Wells Fargo Center City of Lubbock 1500 Broadway, 6`h Floor P. O. Box 2000 Lubbock, Texas 79401 Lubbock, Texas 79457 (806)749-4500 (806)775-2110 Telecopy: (806) 749-4501 Telecopy: (806) 775-2051 Copies to: For Buffer: For Seller: Pete Baker Dave Booher, Right -of -Way Agent McCleskey, Harriger, Brazill City of Lubbock & Graf, L.L.P. P. O. Box 2000 P. O. Box 6170 Lubbock, Texas 79457 Lubbock, Texas 79493 (806) 775-2352 (806) 796-7333 Telecopy: (806) 775-3074 Telecopy: (806) 796-7365 Richard K. Casner First Assistant City Attorney P. O. Box 2000 Lubbock, TX 79457 (806)775-2221 Telecopy: (806) 775-3307 8.02 Governing Law and Venue. This Contract is being executed and delivered and is intended to be performed in the State of Texas, the laws of Texas governing the validity, construction, enforcement and interpretation of this Contract. This Contract is performable in, and the exclusive venue for any action brought with respect hereto, shall lie in Lubbock County, Texas. 8.03 Entirety and Amendments. This Contract embodies the entire agreement between the parties and supersedes all prior agreements and understandings, if any, related to the Property, and may be amended or supplemented only in writing executed by the party against whom enforcement is sought. 8.04 Parties Bound. This Contract is binding upon and inures to the benefit of Seller and Buyer, and their respective successors and assigns. 8.05 Risk of Loss. If any condemnation or any eminent domain proceedings are threatened or initiated that might result in the taking of any portion of the Property, Buyer Contract of Sale — Lubbock Economic Development Alliance Page 12 of 35 may, at Buyer's option, do any of the following: (a) Terminate this Contract and withdraw from this transaction without cost, obligation or liability, in which case the Earnest Money shall be immediately returned to Buyer; or (b) Consummate this Contract, in which case Buyer, with respect to the Property, shall be entitled to receive any proceeds paid for the Property. If Buyer makes this election, the Closing shall be held on the tenth (10) calendar day after election is made to close and receive the proceeds. Buyer shall have a period of ten (10) days after receipt of written notification from Seller on the final settlement of all condemnation proceedings in which to make Buyer's election. 8.06 Further Assurances. In addition to the acts and deeds recited in this Contract and contemplated to be performed, executed and/or delivered by Seller and Buyer, Seller and Buyer agree to perform, execute and/or deliver, or cause to be performed, executed and/or delivered at the Closing or after the Closing, any further deeds, acts, and assurances as are reasonably necessary to consummate the transactions contemplated hereby. 8.07 Time is of the Essence. It is expressly agreed between Buyer and Seller that time is of the essence with respect to this Contract. 8.08 Exhibits. The Exhibits which are referenced in, and attached to this Contract, are incorporated in and made a part of, this Contract for all purposes. 8.09 Delegation of Authority. Authority to take any actions that are to be, or may be, taken by Seller under this Contract are hereby delegated by Seller to City Manager, Lee Ann Dumbauld, or her designee. Contract of Sale — Lubbock Economic Development Alliance Page 13 of 35 Executed by Seller on the 7th day of December 2006. SELLER: CITY OF LUBBOCK, a Home Rule Municipal Corporation of Lubbock County, Texas BY- DAVID A. fAILLER, MAYOR ATTEST: Re ecca Garza Cit Secretary Y APPROVED AS TO CONTENT: Rob A1114ni, Assistant City Manager/Development Services Dave Booher, Right -of -Way Agent APPROVED AS TO FORM: ,, Richard Casner, First Assistant City Attorney Contract of Sale — Lubbock Economic Development Alliance Page 14 of 35 Executed by Buyer on the 7th day of December 2006. 1-118yagi LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, a Texts not for profit development Name: L��/--)AZ l/ C_' . L✓A/yj1/,CJ Title: ����//���V� V 6"4-e Contract of Sale — Lubbock Economic Development Alliance Page 15 of 35 EXHIBIT "A" TO CONTRACT OF SALE TRACT I: Resolution No. 2006—RO578 A 170.53 acre tract of land located in Section 38, Block D, Lubbock County, Texas, being further described as follows: BEGINNING at a "PK" nail found at the Southwest corner of this tract which bears N. 88°33'49" W. a distance of 5287.13 feet from the Southeast corner of said Section 38; THENCE N. 1004'04" E., along the centerline of a paved county road, (old U.S. 87) a distance of 1825.72 feet to a point of intersection; THENCE Northeasterly, along said centerline, along a curve to the right, said curve having a radius of 2864.60 feet, a central angel of 10°07'00", a chord bearing N. 6°08'40" E., and a chord distance of 505.14 feet to a point of intersection; THENCE N. 11 '12'08" E., continuing along said centerline a distance of 309.80 feet to a point of intersection; THENCE Northeasterly, continuing along said centerline, along a curve to the left, said curve having a radius of 2864.99 feet, a central angle of 3°37'14", a chord bearing of N. 9°24'14" E., and a chord distance of 181.01 feet to a point of intersection; THENCE S. 88046'27" E., 50.31 feet pass a %" iron rod with cap found in the East right- of-way line of said county road, continuing for a total distance of 2531.92 feet to a %a" iron rod with cap set for the Northeast corner of this tract; THENCE S. 1013'33" W., at 2773.02 feet pass a ''/z" iron rod with cap found in the North righ-of-way line of FM Highway No. 1294, continuing for a total distance of 2823.02 feet to a point in the South line of said Section 38; THENCE N. 88033'49" W., along the South line of said Section 38 a distance of 2649.62 feet to the POINT OF BEGINNING; TRACT II: A 131.12 acre tract of land located in Section 38, Block D, Lubbock County, Texas, being, the North portion of that 301.648 acre tract of land recorded in Volume 7108, Page 73, Real Property Records of Lubbock County, Texas, being further described by metes and bounds as follows: Contract of Sale — Lubbock Economic Development Alliance Page 16 of 35 BEGINNING at a cross chiseled on concrete found in the centerline of a paved county road, (old U.S. 87) at the Southwest corner of this tract which bears N. 88°33'49" W. a distance of 5179.77 feet and N. 01°26'11" E. a distance of 2813.69 feet from the Southeast corner of said Section 38, Block D, Lubbock County, Texas; THENCE Northeasterly, along said centerline, along a curve to the left, said curve having a radius of 2864.99 feet, a central angle of 05°54'38", a chord bearing of N. 04°38'18" E., and a chord distance of 295.42 feet to a point of intersection; THENCE N. 1"44'07" E., continuing along said centerline a distance of 343.52 feet to a point of curvature; THENCE Northeasterly, continuing along said centerline, along a curve to the right, said curve having a radius of 1432.39 feet, a central angle of 25°00'00", a chord bearing of N. 14°05'40" E., and a chord distance of 620.05 feet to a point of intersection; THENCE N. 26037'44" E., continuing along said centerline a distance of 574.36 feet to a point of curvature; THENCE Northeasterly, continuing along said centerline, along a curve having a radius of 1273.24 feet, a central angle of 32'52'21", a chord bearing of N. 10°12'07" E., and a chord distance of 720.52 feet to a point of intersection in the North line of said Section 38; THENCE S. 88044'36" E., along the North line of said Section 38, at 50.41 feet pass a''/Z" iron rod cap set in the East right-of-way line of said county road, continuing for a total distance of 2014.38 feet to a %z" iron rod with cap set for the Northeast corner of this tract; THENCE S. 01013'33" W., a distance of 2472.32 feet to a %z" iron rod with cap found at the Southeast corner of this tract; THENCE N. 88046'27" W., a distance of 2531.92 feet to the POINT OF BEGINNING. Contract of Sale — Lubbock Economic Development Alliance Page 17 of 35 Resolution No. 2006—RO578 EXHIBIT "B" TO CONTRACT OF SALE GENERAL WARRANTY DEED STATE OF TEXAS § COUNTY OF LUBBOCK § KNOW ALL MEN BY THESE PRESENTS That CITY OF LUBBOCK, a Texas home rule municipal corporation (herein called "Grantor"), for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00), and other good and valuable consideration to Grantor in hand paid by the MARKET LUBBOCK ECONOMIC DEVELOPMENT CORPORATION, a Texas not- for-profit development corporation formed pursuant to the Development Corporation Act of 1979 (herein called "Grantee"), P. O. Box , Lubbock, TX , the receipt and sufficiency of which are hereby acknowledged and confessed, subject to the reservations, covenants and exceptions herein, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY, unto Grantee the SURFACE ESTATE only of all the real property in Lubbock County, Texas described on Exhibit "A", attached hereto, together with all the rights appurtenant to said real property, and fixtures attached thereto or located thereon, including without limitation, the railroad tracks and rail facilities now located on said lands (the "Property"). Grantor reserves unto itself, its successors and assigns, and for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Property, together with the right to cause in said airspace such noise, airwaves and soundwaves as may be inherent in the operation of aircraft, now known or hereafter used, Contract of Sale — Lubbock Economic Development Alliance Page 18 of 35 for navigation of or flight in the said airspace, and for use of said airspace for landing on, taking off from, or operating on the Preston Smith Lubbock International Airport. Nothing herein shall be construed to restrict or prohibit the use of the Property by Buyer, its successors and assigns, that is in accordance with Title 14, Part 77 of the U.S. Code of Federal Regulations. Grantee shall not, during the effective term of the Grants and any other period of time directed or advised by the EDA, and/or any other entity with jurisdiction over the Grants, sell or otherwise divest itself of (i) that certain called 7.359 acre tract of land, being described in that certain Warranty Deed, dated July 26, 2001, from Market Lubbock Economic Development Corporation to the City of Lubbock, recorded in Volume 7214, Page 114, Real Property Deeds, Lubbock County, Texas; and/or (ii) that certain called 7.721 acre tract of land, being described in that certain Warranty Deed, dated July 10, 2001, from Market Lubbock Economic Development Corporation to the City of Lubbock, recorded in Volume 7174, Page 151, Real Property Deeds, Lubbock County, Texas (the "Restricted Property"). Notwithstanding the foregoing, Grantee shall be permitted to lease the Restricted Property to third parties for purposes of economic development. This obligation shall be deemed a condition, and not a limitation, and shall not under any circumstance extend beyond the period of time allowed by law. Additionally, Grantee shall, and hereby covenants that it will, comply with all terms, conditions and provisions of (i) all grants received by the Grantor related to the Property, including, without limitation, that certain Economic Development Administration Grant 08-49-03071, the City of Lubbock original recipient; (ii) all applicable state and/or local statutes, rules, regulations and ordinances relating to airspace Contract of Sale — Lubbock Economic Development Alliance Page 19 of 35 restrictions, noise and/or any other aspect of airport and/or aircraft operations, including without limitation, Title 14, Part 77 of the U.S. Code of Federal Regulations; (iii) that certain Agreement, made as of June 13, 2001, Resolution No. 2001-R0210, by and between the Burlington Northern and Santa Fe Railway Company, a Delaware corporation, and the City of Lubbock, a Texas municipal corporation (the "Agreement'); and (iv) that certain Lease, dated as of May 1, 2001, Resolution No. 2001-R0209, by and between the Burlington Northern and Santa Fe Railway Company, a Delaware corporation, and the City of Lubbock, a Texas municipal corporation, covering the lands described therein (the "Lease"). Additionally, this conveyance and warranty shall be subject to the following matters: (i) All applicable federal, state and/or local statutes, rules, regulations and ordinances relating to airspace restrictions, noise and/or any other aspect of airport and/or aircraft operations, including without limitation, Title 14, Part 77 of the U.S. Code of Federal Regulations. (ii) Validly existing easements, rights-of-way, and prescriptive rights, whether of record or not; all presently recorded and validly existing restrictions, reservations, covenants, conditions, oil and gas leases, mineral interests, and other instruments, that affect the Property; validly existing rights of adjoining owners in any walls and fences situated on a common boundary; any discrepancies, conflicts, or shortages in area or boundary lines; and any encroachments or overlapping of improvements. Contract of Sale — Lubbock Economic Development Alliance Page 20 of 35 (iii) Without limiting the general nature of the above, this conveyance and warranty is subject to the following additional specific exceptions: A. Easement granted to N.K. Moody, Trustee by instrument recorded in Volume 123, Page 343, Deed Records of Lubbock County, Texas; assigned to South Plains Pipe Line Company by instrument recorded in Volume 154, Page 37, Deed Records of Lubbock County, Texas. B. Easement granted to Texas Utilities Company by instrument recorded in Volume 142, Page 17, Deed Records of Lubbock County, Texas. C. Easement granted to South Plains Line Company by instrument recorded in Volume 162, Page 303, Deed Records of Lubbock County, Texas. D. Easement granted to Howard Medlock by instrument recorded in Volume 315, Page 36, Deed Records of Lubbock County, Texas. E. Easement granted to South Plains Electric Cooperative, Inc. by instrument recorded in Volume 1038, Page 312, Deed Records of Lubbock County, Texas. F. Easement granted to N.K. Moody, Trustee by instrument recorded in Volume 123, Page 346, Deed Records of Lubbock County, Texas; assigned to South Plains Pipe Line Company by instrument recorded in Volume 154, Page 37, Deed Records of Lubbock County, Texas. G. Easement granted to TEXAS UTILITIES COMPANY by instrument recorded in Volume 142, Page 19, Deed Records of Lubbock County, Texas. H. Right -of -Way Easement granted to LUBBOCK COUNTY, TEXAS by instrument recorded in Volume 160, Page 625, Deed Records of Lubbock County, Texas. I. Easement granted to SOUTH PLAINS ELECTRIC COOPERATIVE, INC. by instrument recorded in Volume 754, Page 432, Deed Records of Lubbock County, Texas. J. Easement granted to the STATE OF TEXAS by Judgment recorded in Volume 1087, Page 576, Deed Records of Lubbock County, Texas. Contract of Sale - Lubbock Economic Development Alliance Page 21 of 35 K. Subject to the rights of tenants holding under unrecorded farm lease, Frank Soliz, or assignee thereof, Tenant. L. Title to all oil, gas, and other minerals and other elements not constituting part of the surface estate in the above described land, together with all rights, privileges, and immunities relating thereto. M. Easements, or claims of easements and/or encroachments, not shown of public record. N. Twenty Foot (20') right-of-way easement granted to the County of Lubbock, as shown by instrument recorded in Volume 190, Page 302, Deed Records of Lubbock County, Texas. O. Easement granted to the CITY OF LUBBOCK by instrument recorded in Volume 468, Page 409, Deed Records of Lubbock County, Texas. P. Right -of -Way Easement granted to STANOLIND PIPE LINE COMPANY by instrument recorded in Volume 358, Page 83, Deed Records of Lubbock County, Texas. Q. Underground Petroleum Line, as shown on Plat of Surveys dated October 21, 2002, May 22, 2002 and revised June 5, 2002, and compilation of surveys made August 20, 2003, by HUGO REED & ASSOCIATES, INC., Registered Professional Land Surveyor. R. Unknown utility, as shown on Plat of Surveys dated October 21, 2002, May 22, 2002 and revised June 5, 2002, and compilation of surveys made August 20, 2003, by HUGO REED & ASSOCIATES, INC., Registered Professional Land Surveyor. S. Buried fiber optic cable, as shown on Plat of Surveys dated October 21, 2002, May 22, 2002 and revised June 5, 2002, and compilation of surveys made August 20, 2003, by HUGO REED & ASSOCIATES, INC., Registered Professional Land Surveyor. T. Overhead electric line, as shown on Plat of Surveys dated October 21, 2002, May 22, 2002 and revised June 5, 2002, and compilation of surveys made August 20, 2003, by HUGO REED & ASSOCIATES, INC., Registered Professional Land Surveyor. U. Rights or claims, if any, of adjoining property owner in and to that portion of the Property lying between the fence and the East boundary, as shown on Plat of Surveys dated October 21, 2002, Contract of Sale - Lubbock Economic Development Alliance Page 22 of 35 May 22, 2002 and revised June 5, 2002, and compilation of surveys made August 20, 2003, by HUGO REED & ASSOCIATES, INC., Registered Public Surveyor. V. Rights or claims, or damages arising from fence protrusion onto property along the East, as shown on Plat of Surveys dated October 21, 2002, May 22, 2002 and revised June 5, 2002, and compilation of surveys made August 20, 2003, by HUGO REED & ASSOCIATES, INC., Registered Public Surveyor. W. Drainage Easement, as shown by instrument recorded in Volume 7174, Page 165, Real Property Records of Lubbock County, Texas, and shown as Proposed Drainage Easement on Plat of Surveys dated October 21, 2002, May 22, 2002 and revised June 5, 2002, and compilation of surveys made August 20, 2003, by HUGO REED & ASSOCIATES, INC., Registered Public Surveyor. X. Six Foot diameter by Twenty Foot High (6' dia X 20' high) Tank, Electric Lines, Power Poles, Guys, Guy Pole, Gas Vent, and Gas Meter, as shown on Plat of Surveys dated October 21, 2002, May 22, 2002 and revised June 5, 2002, and compilation of surveys made August 20, 2003, by HUGO REED & ASSOCIATES, INC., Registered Public Surveyor. Y. Fiber Optic Line Signs, as shown on Plat of Surveys dated October 21, 2002, May 22, 2002 and revised June 5, 2002, and compilation of surveys made August 20, 2003, by HUGO REED & ASSOCIATES, INC., Registered Public Surveyor. Z. Southwestern Bell Telephone Riser, as shown on Plat of surveys dated October 21, 2002, May 22, 2002 and revised June 5, 2002, and compilation of surveys made August 20, 2003, by HUGO REED & ASSOCIATES, INC., Registered Public Surveyor. AA. Graded Road, as shown on Plat of Surveys dated October 21, 2002, May 22, 2002 and revised June 5, 2002, and compilation of surveys made August 20, 2003, by HUGO REED & ASSOCIATES, INC., Registered Public Surveyor. BB. Right -of -Way Easement, as shown by instrument recorded in Volume 162, Page 45, Deed Records of Lubbock County, Texas, as shown on Plat of Surveys dated October 21, 2002, May 22, 2002 and revised June 5, 2002, and compilation of surveys made August 20, 2003, by HUGO REED & ASSOCIATES, INC., Registered Public Surveyor. Contract of Sale - Lubbock Economic Development Alliance Page 23 of 35 CC. Railroad Right of Way, as shown on Plat of Surveys dated October 21, 2002, May 22, 2002 and revised June 5, 2002, and compilation of surveys made August 20, 2003, by HUGO REED & ASSOCIATES, INC., Registered Public Surveyor. DD. Ten Inch (10") Buried Gas Line, as shown on Plat of Surveys dated October 21, 2002, May 22, 2002 and revised June 5, 2002, and compilation of surveys made August 20, 2003, by HUGO REED & ASSOCIATES, INC., Registered Public Surveyor. EE. Subject to the rights of parties in possession. FF. Visible and apparent easements on or across the Property herein described. GG. Any portion of the Property described herein within the limits or boundaries of any public or private roadway. HH. [Any other requirements or covenants required by the EDA] H. [Exceptions as agreed to by Grantee]. JJ. The terms and conditions of that certain Contract of Sale (the "Contract") dated 2006, by and between Grantor and Grantee. KK. That certain Agreement, made as of June 13, 2001, Resolution No. 2001-R0210, by and between the Burlington Northern and Santa Fe Railway Company, a Delaware corporation, and the City of Lubbock, a Texas municipal corporation (the "Agreement"). LL. That certain Lease, dated as of May 1, 2001, Resolution No. 2001- R0209, by and between the Burlington Northern and Santa Fe Railway Company, a Delaware corporation, and the City of Lubbock, a Texas municipal corporation, covering the lands described therein (the "Lease"). Grantee has made an independent inspection and evaluation of the Property and acknowledges that Grantor, except as expressly set forth in the Contract, has made no statements or representations concerning the present or future value of the Property, the condition, including the environmental condition of the Property, or the anticipated income, costs, or profits, if any, to be derived from the Property. FURTHER, EXCEPT Contract of Sale -- Lubbock Economic Development Alliance Page 24 of 35 AS IS EXPRESSLY MADE IN THE CONTRACT, GRANTOR MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESSED, STATUTORY, OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, AS TO THE DESCRIPTION, VALUE, QUALITY, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY, MERCHANTABILITY, OR FITNESS FOR PURPOSE OF ANY OF THE PROPERTY. Grantee further acknowledges that, in entering into the Contract and accepting this conveyance, it has relied solely upon its independent evaluation and examination of the Property and public records relating to the Property and the independent estimates, computations, evaluations and studies based thereon. Grantor makes no warranty or representation as to the accuracy, completeness or usefulness of any information furnished to Grantee, if any, whether furnished by Grantor or any other third party. Grantor, its officers, employees, elected officials and agents assume no liability for the accuracy, completeness or usefulness of the material furnished by the Grantor, or any of its officers, employees, elected officials and/or agents, if any, and/or any other third party. Reliance on any material so furnished shall not give rise to, and Grantee hereby releases such parties from and against any cause, claim or action against Grantor, its officers, employees, elected officials and/or agents, and any such reliance shall be at Grantee's sole risk. THE CONVEYANCE OF THE PROPERTY IS ON A "WHERE IS", "AS IS" AND "WITH ALL FAULTS" BASIS, EXCEPT AS MAY BE EXPRESSLY PROVIDED OTHERWISE HEREIN, AND SHALL BE WITHOUT REPRESENTATION OR WARRANTY, EXCEPT AS MAY BE EXPRESSLY PROVIDED OTHERWISE HEREIN, WHATSOEVER, EXPRESS, STATUTORY OR IMPLIED, INCLUDING, Contract of Sale — Lubbock Economic Development Alliance Page 25 of 35 BUT WITHOUT LIMITATION, AS TO DESCRIPTION, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY, QUALITY, VALUE, FITNESS FOR PURPOSE, MERCHANTABILITY, OR OTHERWISE. Grantee has satisfied itself, as to the type, condition, quality and extent of the Property and property interests which comprise the Property it is receiving pursuant to this Deed. TO HAVE AND TO HOLD the Property, subject to the reservations, covenants and exceptions above, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors and assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof. Contract of Sale — Lubbock Economic Development Alliance Page 26 of 35 EXECUTED the day of 12006. GRANTOR: CITY OF LUBBOCK DAVID A. MILLER, MAYOR ATTEST: Rebecca Garza, City Secretary APPROVED AS TO CONTENT: Rob Allison, Assistant City Manager/Development Services Dave Booher, Right -of -Way Agent APPROVED AS TO FORM: Richard Casner First Assistant City Attorney THE STATE OF TEXAS § COUNTY LUBBOCK § This instrument was acknowledged before me on the _ day of 2006, by David A. Miller, Mayor of the City of Lubbock, Texas, a home rule municipal corporation. Notary Public, State of Texas My commission expires: Contract of Sale — Lubbock Economic Development Alliance Page 27 of 35 GRANTEE: LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, a Texas not for profit development corporation Name: Title: THE STATE OF TEXAS § COUNTY LUBBOCK § This instrument was acknowledged before me on the _ day of , 2006, by of Lubbock Economic Development Alliance, a Texas not for profit development corporation formed pursuant to the Development Corporation Act of 1979. Notary Public, State of Texas My commission expires: Contract of Sale - Lubbock Economic Development Alliance Page 28 of 35 EXHIBIT "A" To General Warranty Deed TRACT I: Resolution No. 2006—RO578 A 170.53 acre tract of land located in Section 38, Block D, Lubbock County, Texas, being further described as follows: BEGINNING at a "PK" nail found at the Southwest corner of this tract which bears N. 88°33'49" W. a distance of 5287.13 feet from the Southeast corner of said Section 38; THENCE N. 1004'04" E., along the centerline of a paved county road, (old U.S. 87) a distance of 1825.72 feet to a point of intersection; THENCE Northeasterly, along said centerline, along a curve to the right, said curve having a radius of 2864.60 feet, a central angel of 10°07'00", a chord bearing N. 6°08'40" E., and a chord distance of 505.14 feet to a point of intersection; THENCE N. 11012'08" E., continuing along said centerline a distance of 309.80 feet to a point of intersection; THENCE Northeasterly, continuing along said centerline, along a curve to the left, said curve having a radius of 2864.99 feet, a central angle of 3°37'14", a chord bearing of N. 9°24'14" E., and a chord distance of 181.01 feet to a point of intersection; THENCE S. 88046'27" E., 50.31 feet pass a %2" iron rod with cap found in the East right- of-way line of said county road, continuing for a total distance of 2531.92 feet to a '`/2" iron rod with cap set for the Northeast corner of this tract; THENCE S. 1013'33" W., at 2773.02 feet pass a %2" iron rod with cap found in the North righ-of-way line of FM Highway No. 1294, continuing for a total distance of 2823.02 feet to a point in the South line of said Section 38; THENCE N. 88033'49" W., along the South line of said Section 38 a distance of 2649.62 feet to the POINT OF BEGINNING; TRACT II: A 131.12 acre tract of land located in Section 38, Block D, Lubbock County, Texas, being, the North portion of that 301.648 acre tract of land recorded in Volume 7108, Page 73, Real Property Records of Lubbock County, Texas, being further described by metes and bounds as follows: Contract of Sale - Lubbock Economic Development Alliance Page 29 of 35 BEGINNING at a cross chiseled on concrete found in the centerline of a paved county road, (old U.S. 87) at the Southwest corner of this tract which bears N. 88°33'49" W. a distance of 5179.77 feet and N. 01'26'11" E. a distance of 2813.69 feet from the Southeast corner of said Section 38, Block D, Lubbock County, Texas; THENCE Northeasterly, along said centerline, along a curve to the left, said curve having a radius of 2864.99 feet, a central angle of 05°54'38", a chord bearing of N. 04°38'18" E., and a chord distance of 295.42 feet to a point of intersection; THENCE N. 1044'07" E., continuing along said centerline a distance of 343.52 feet to a point of curvature; THENCE Northeasterly, continuing along said centerline, along a curve to the right, said curve having a radius of 1432.39 feet, a central angle of 25°00'00", a chord bearing of N. 14°05'40" E., and a chord distance of 620.05 feet to a point of intersection; THENCE N. 26°3744" E., continuing along said centerline a distance of 574.36 feet to a point of curvature; THENCE Northeasterly, continuing along said centerline, along a curve having a radius of 1273.24 feet, a central angle of 32'52'21", a chord bearing of N. 10'12'07" E., and a chord distance of 720.52 feet to a point of intersection in the North line of said Section 38; THENCE S. 88044'36" E., along the North line of said Section 38, at 50.41 feet pass a %2" iron rod cap set in the East right-of-way line of said county road, continuing for a total distance of 2014.38 feet to a '/z" iron rod with cap set for the Northeast corner of this tract; THENCE S. 01013'33" W., a distance of 2472.32 feet to a %z" iron rod with cap found at the Southeast corner of this tract; THENCE N. 88046'27" W., a distance of 2531.92 feet to the POINT OF BEGINNING. Contract of Sale - Lubbock Economic Development Alliance Page 30 of 35 Resolution No. 2006—RO578 EXHIBIT "C" TO CONTRACT OF SALE ASSIGNMENT AND ASSUMPTION AGREEMENT FOR LEASES AND CONTRACTS This Assignment and Assumption Agreement for Leases and Contracts (the "Agreement"), is made as of the day of , 2006 [insert closing date], by and between the CITY OF LUBBOCK, TEXAS, a Home Rule Municipal Corporation of Lubbock County, Texas (referred to herein as "Seller"), and LUBBOCK ECONOMIC DEVELOMENT ALLIANCE, a Texas not for profit development corporation formed pursuant to the Development Corporation Act of 1979 (referred to herein as "Buyer"). WITNESSETH For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Buyer hereby agree as follows: 1. Assignment and Assumption: (a) Seller hereby assigns and transfers to Buyer all of its right, title and interest in, to and under the leases and contracts (collectively the "Agreements") described in EXHIBIT "A", ATTACHED HERETO and made a part hereof. THE ASSIGNMENT HEREIN IS "AS IS", "WHERE IS" AND "WITH ALL FAULTS", AND SHALL BE WITHOUT REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESSED, STATUTORY OR IMPLIED, INCLUDING BUT WITHOUT LIMITATION, AS TO THE DESCRIPTION, TITLE, PHYSICAL, ENVIRONMENTAL CONDITION OF ANY PROPERTY SUBJECT TO THE AGREEMENTS, QUALITY, VALUE, FITNESS OR PURPOSE MERCHANTABILITY OR OTHERWISE. Buyer hereby accepts the foregoing Assignment, and assumes and agrees to perform all of the covenants, terms and agreements in the Agreements to be performed by Seller thereunder that arise or accrue from and after the date of this Assignment. Buyer shall indemnify, save and hold Seller, its officers, agents, elected officials, successors and assigns, harmless from and against any and all claims, demands, causes of action, suits, damages, losses, injuries, costs, fines, harms, penalties and expenses, of any kind or manner (the "Claims"), including reasonable attorneys' fees and costs, arising from, in connection with or related to any activity, or the omission of any activity, contemplated by the Agreements, arising or accruing from and after the date of this Assignment. The indemnity obligation provided for herein shall survive the closing of the Assignments contemplated herein. Contract of Sale — Lubbock Economic Development Alliance Page 31 of 35 (b) The Burlington Northern and Santa Fe Railway Company, a Delaware corporation (referred to herein as the "Railroad"), by its execution below, hereby consents to the assignment of the Agreements from Seller to Buyer and forever releases Seller from and against any Claim arising from, in connection with, or related to any activity, or the omission of any activity, contemplated by the Agreements, and occurring, accruing or arising from and after the date of this Assignment. (c) The Railroad further hereby expresses and stipulates that its consent to the assignment of the Agreements constitutes a novation, and that Buyer shall be substituted, for all purposes and intents, as Seller, in the Agreements. 2. Further Assurances. Seller and Buyer agree to execute such other documents and perform such other acts as may be reasonably necessary or proper and usual to affect this Assignment. 3. Compliance with Laws. This Assignment is governed and shall be construed in accordance with the laws of the State of Texas. This Assignment is performable, at least in part, in Lubbock County, Texas. Sole and exclusive venue for any action arising from or related to this Assignment shall lie solely in the courts of competent jurisdiction in Lubbock County, Texas. 4. Successors and Assigns. This Assignment shall be binding upon and shall inure the benefit of Seller and Buyer and their respective successors and assigns. IN WITNESS WHEREOF, Seller and Buyer have executed this Assignment as to the date first above written. SELLER: CITY OF LUBBOCK, a Home Rule Municipal Corporation of Lubbock County, Texas I ATTEST: Rebecca Garza, City Secretary DAVID A. MILLER, MAYOR Contract of Sale — Lubbock Economic Development Alliance Page 32 of 35 APPROVED AS TO CONTENT: Rob Allison, Assistant City Manager/Development Services Dave Booher, Right -of -Way Agent APPROVED AS TO FORM: Richard Casner, First Assistant City Attorney THE STATE OF TEXAS COUNTY LUBBOCK This instrument was acknowledged before me on the _ day of , 2006, by David A. Miller, Mayor of the City of Lubbock, Texas, a home rule municipal corporation. Notary Public, State of Texas My commission expires: Contract of Sale — Lubbock Economic Development Alliance Page 33 of 35 LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, a Texas not for profit development corporation Name: Title: THE STATE OF TEXAS § COUNTY LUBBOCK § This instrument was acknowledged before me on the day of , 2006, by of Lubbock Economic Development Alliance, a Texas not for profit development corporation formed pursuant to the Development Corporation Act of 1979. Notary Public, State of Texas My commission expires: _ CONSENT TO ASSIGNMENT: THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY, a Delaware Corporation IM Name: Title: Contract of Sale — Lubbock Economic Development Alliance Page 34 of 35 Resolution No. 2006—RO578 Exhibit "A" TO ASSIGNMENT AND ASSUMPTION AGREEMENT FOR LEASES AND CONTRACTS Lease, dated as of May 1, 2001, Resolution No. 2001-R0209, by and between the Burlington Northern and Santa Fe Railway Company, a Delaware corporation, and the City of Lubbock, a Texas municipal corporation, covering the lands described therein. 2. Agreement, made as of June 13, 2001, Resolution No. 2001-R0210, by and between the Burlington Northern and Santa Fe Railway Company, a Delaware corporation, and the City of Lubbock, a Texas municipal corporation. asci tyatt/Richard/ContractofSale-LubbockEconomic Developmen tAll iance December 6, 200b Contract of Sale - Lubbock Economic Development Alliance Page 35 of 35 FORM CD) (REV. 3 U.S. DEPARTMENT OF COMMERCE DAO 7007283-25 21 GRANT [I COOPERATIVE AGREEMENT CFDA NO. AND PROJECT TITLE AMENDMENT TO Title IX SSED Defense Eco Conversion FINANCIAL ASSISTANCE AWARD AWARDNUMBER 08-49-03071 RECIPIENT NAME AMENDMENT NUMBER Lubbock Economic Development Alliance, Inc. (LEDA) 01 STREET ADDRESS EFFECTIVE DATE 1500 Broadway, 6th Floor December 1, 2006 CITY, STATE, ZIP CODE EXTEND WORK COMPLETION TO Lubbock, Texas 79401 BUREAU FUND FCFY PROJECT -TASK L- — ORGANIZATION I OBJECT CLASS COSTS ARE REVISED PREVIOUS TOTAL AS FOLLOWS: ESTIMATED COST ADD DEDUCT ESTIMATED COST FEDERAL SHARE OF COST $ 1,271,250.00 $ 0.00 $ 0.00 $ 1,271,250.00 RECIPIENT SHARE OF COST $ 423,750.00 $ 0.00 $ 0.00 $ 423,750.00 TOTAL ESTIMATED COST orw enwvc. r $ 1,695,000.00 $ 0.00 $ 0.00 $ 1,695,000.00 Substitution of Recipient - LEDA is replacing the City of Lubbock, Texas as the Recipient of the Financial Assistance Award, referenced EDA Project No. 08-49.03071; all other terms and conditions of the original Financial Assistance Award shall remain In full force and effect. This Amendment approved by the Grants Officer Is Issued in triplicate and constitutes an obligation of Federal funding. By signing the three documents, the Recipient agrees to comply with the Amendment provisions checked below and attached, as well as previous provisions incorporated Into the Award. Upon acceptance by the Recipient, two signed Amendment documents shall be returned to the Grants Officer and the third document shall be retained by the Recipient. If not signed and returned without modification by the Recipient within 30 days of receipt, the Grants Officer may unilaterally terminate this Amendment. ® Special Award Conditions ® Line Item Budget ® Other(s): Original Financial Assistance Award (Form CD -450) approved September 30, 1996 Jorge Ayala, Acting Regional Gary Clayton Lawrence, CEO of ADMINISTRATIONAPSG ELECTRONIC FORM 11/30/2006 0 W APPRAISAL Of A TRACT OF LAND located at THE NORTHEAST CORNER OF FM1294 AND INTERSTATE 27 Lubbock County, Texas for CITY OF LUBBOCK by Merle Bkuser, MAI, SRA Blosser Appraisal 1001 Main Street, Suite 206 Court Place Lubbock, Texas 79401 blosser appraisal Eblos Aser appraisal 1001 Main St. • Suite 206 Court Place • Lubbock, TX 79401 • (806) 744-1188 • Fox (806) 744-1189 October 24, 2006 Dave Booher City of Lubbock, Right of Way P.O. Box 2000 Lubbock, Texas 79457 Dear Mr. Booher. It is my pleasure to have you as a client and thank you for this opportunity to be of service. At your request a self-contained appraisal report has been prepared of a vacant tract of land located at the northeast comer of FM1294 and Interstate 27 in Lubbock County, Texas. As a result of this scope of work, the final opinion of market value of the fee simple interest of the described property is presented for the effective date of October 23, 2006. The following appraisal report sets forth the value conclusions along with supporting data and reasoning which forms the basis of opinion. This appraisal report is only for use by you the client and for possible review by appropriate regulatory authorities. It may not be communicated to or used by any other party without the appraiser's permission. The opinion of value and conclusions of this appraisal are qualified by certain definitions and assumptions that are set out in the report. An executive summary is provided on page one for your quick review. This appraisal report is developed to comply with the Uniform Standards of Professional Practice and in compliance with the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute. This opportunity to work with you is certainty appreciated and I look forward to working with you in the future as the r occasion arises. L Respectfully submitted, A N. Blosser, MAI, SRA Merle Blosser, MAI, SRA 2 TABLE OF CONTENTS TABLE OF CONTENTS 3 EXECUTIVE SUMMARY 4 APPRAISAL OBJECTIVES 5 ASSUMPTIONS AND LIMITING CONDITIONS 8 CERTIFICATION 10 LUBBOCK ECONOMIC SUMMARY 11 NEIGHBORHOOD DESCRIPTION 14 PROPERTY DESCRIPTION 18 HIGHEST AND BEST USE ANALYSIS 25 SALES COMPARISON APPROACH 27 FINAL OPINION OF VALUE 33 ADDENDA 35 3 blosser appraisal EXECUTIVE SUMMARY Type of Property: Tract of vacant land with two rail spur lines Location: Northeast comer of FM1294 and Interstate 27, Lubbock County, Texas Legal Description A 301.648 Acre tract out of the East Haff Section 38, Block "D", Lubbock County, Texas Land Size: 301.648+- Acres Gross Area 279.874+- Acres Net Usable Area There are two rail spur tracks that lead from the nearby AT&SF Railway main line just west of the property and extend from the west center of the land eastward and southward across of the property. The value of the rail spur improvements is not included in this appraisal, as the purpose of this report is for "land only" valuation. SALES COMPARISON APPROACH Value Indicated by the Sales Comparison Approach: Direct Comparison Per Unit Value Indication FINAL OPINION OF "AS IS" MARKET VALUE Six Comparable Land Sales $1,400 per acre $390,000 Effective Date of Appraisal October 23, 2006 4 blosser appraisal APPRAISAL OBJECTIVES PURPOSE AND DATE The purpose of this appraisal is to form the basis of opinion for the "Market Value' of the fee simple interest of the described property. Inherent in this purpose is the valuation of the described property according to its highest and best use from a physically possible, legally permissible, financially feasible, and maximally productive basis. The effective date for the context of opinion for this valuation appraisal is October 23, 2006 while the date of this reporting document is October 24, 2006. This document is authored as a self-contained report as defined by The Uniform Standards of Professional Appraisal Practice. PROPERTY INTEREST APPRAISED The real property rights under appraisal include the fee simple interest of the described real estate subject to the limitations of eminent domain, escheat, police power, and taxation. Specific encumbrances, if any, that prove to be a significant influence on the valuation will be addressed in the body of this report. INTENDED USERS AND INTENDED USE The intended users of this appraisal report include the client, City of Lubbock, and possible reviewers from appropriate regulatory authorities. The use of this report by any other party without the appraiser's permission is specifically prohibited. The intended use of the appraisal is to serve the valuation and informational review needs of the client pertaining to the described property. DEFINITION OF MARKET VALUE "Market Value' is defined by the Uniform Standards of Professional Appraisal Practice as promulgated by the Appraisal Standards Board of the Appraisal Foundation and subscribed to by the agencies that regulate federal financial institutions in the United States. "Market Value" is defined as the most probable price, which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby, 1. buyer and seller are typically motivated 2. both parties are well informed or well advised, and acting in what they consider their best interests 3. a reasonable time is allowed for exposure in the open market 4. payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto blosser appraisal the price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. SCOPE OF THE ASSIGNMENT The scope of the assignment is to perform the appraisal process in analyzing the described property under the market conditions at the date of appraisal. The appraisal process in the valuation of real estate requires careful thought, with proper planning, and a systematic process to achieve quality results. This process begins with a definition of the specific problem or type of value sought. Then an orderly program ensues where the work is planned and the data required for the assignment is researched, classified, and analyzed. The conclusion results in an interpretation of the data toward the particular property under appraisal. A physical inspection of this property occurred on May 17, 2006 and on October 23, 2006 by the appraiser, Merle Blosser, MAI, SRA. The data gathered for valuation analysis is a continual process for similar properties within the local market area where the most recent data is emphasized. Deed record research and personal physical inspection for each comparable sale/rental is compiled by the appraiser and verified with a ( knowledgeable party or agent to the transaction, The valuation of vacant land is best processed by the Sales Comparison Approach. In the Sales Comparison Approach, value is estimated based primarily upon the principle of substitution, which implies that no prudent and infomned person wig pay more for a property than it would cost to acquire an equally desirable substitute property. Actual market sales of comparable properties are researched and analyzed. Consideration is given to the similarities and differences that the market (that is, sellers and buyers) recognizes. Value indications are reconciled from the resulting data and appropriate common denominators guide the response from this approach. The reliability of this approach is directly related to the quantity and quafty of market sales data. The Final Value is a reconciliation of the market data within the approach where the relative merits of each comparable are weighed. Objective judgment and reasoning are inherent in this decision-making appraisal process. The specific value opinion will focus on the most probable outcome of the influences from physical, social, governmental, and economic factors that create the marketplace. EXPOSURE TO THE MARKET The definition of market value refers to a condition whereby value is subject to a reasonable period of time being allowed for exposure in the open market. Market research of comparable sales data reveals that most properties have sold within a six to twelve month time frame. Active commercial real estate brokers have been interviewed and most expect to obtain serious offers within a one-year period. Thus, both actual sales records and broker opinions confirm twelve months as being a realistic exposure time on the market. blosser appraisal PROPERTY OWNERSHIP AND SALES HISTORY ANALYSIS The following deed recordings have been researched to illustrate the historical ownership of the appraised property. This research does not reflect a legal title opinion; rather this is general information based on available public records. Please consult a real estate attorney for a professional title examination. Warranty Deed Recording: Volume 200 Page 282 Date: 6/16/36 r Grantor. Lillian Stevens Grantee: Bruce Gentry Property: SW/4 Section 38, Block "D", Lubbock County Warranty Deed Recording: Volume 213 Page 552 Date: 3/24/38 Grantor. Bertha Hall [ Grantee: Bruce Gentry Property: NW/4 Section 38, Block "D", Lubbock County Warranty Deed Recording: Volume 215 Page 609 Date: 3/12/38 Grantor: Vivian Hall I Grantee: Bruce Gentry Property: NW/4 Section 38, Block "D", Lubbock County Y Warranty Deed Recording: Volume 7108 Page 73 Date: 05/30/01 Grantor. Robert A. Gentry, et al Grantee: Market Lubbock Economic Development Corporation Property: A 301.648 Acre Tract, Section 38, Block "D", Lubbock County, Texas Consideration: $325,000 Analysis: This most recent sale amounts to a unit price of $1,161 per acre. The Sales Comparison Approach proves a time adjustment of 4% per year and for May 2006 the adjusted price is calculated to be $1,393 per acre. This adjusted price is in close agreement with the market data. Warranty Deed Recording: Volume 7214 Page 114 Date: 07/26/01 Grantor. Market Lubbock Economic Development Corporation Grantee: City of Lubbock Property: A 7.359 Acre Tract, Section 38, Block "D", Lubbock County, Texas Warranty Deed Recording: Volume 8901 Page 319 Date: 01/07/04 Grantor. Market Lubbock Economic Development Corporation Grantee: City of Lubbock Property: A 170.53 Acre Tract and A 131.12 Acre Tract, Save & Except A 7.721 Acre Tract and A 7.359 Acre Tract, Section 38, Block "D", Lubbock County, Texas blosser appraisal PROPERTY USE The property use for the real estate under appraisal at the date of valuation is as a vacant tract of land with two rail spur tracks in place. This same use will be reflected in the appraisal where the property is detailed in the descriptive sections and analyzed according to its highest and best use. ASSUMPTIONS AND LIMITING CONDITIONS With respect to the subject of this appraisal and the data gathered for this report, and unless otherwise specifically referenced, the following assumptions and limiting conditions are set forth. It is assumed the property has good marketable title, and unless specifically mentioned, the property is free and Fclear of any encumbrances, easements, encroachments, tax liens, restrictions, cases, or actions pending. It is assumed the legal description, and land size is correct as fumished. It is assumed all information fumished by others is correct and reliable, but no responsibility for such is assumed. Photographs, drawings, and maps are utilized only to assist the reader in the visual descriptions of the property. All engineering is assumed to be correct. With respect to the integrity for the completeness of this document, reproduction of this appraisal report in whole or in part is strictly prohibited. This report is only for use by the client and appropriate regulatory authorities and may not be used by any other party without permission from the appraiser. Also, this report and specifically the data contained herein may not be communicated to any other party. It is assumed there are no hidden or unapparent conditions of the property, subsoil, or structures that render it more or less valuable. No responsibility is assumed for such conditions or for arranging for engineering studies that may be required to discover them. It is assumed there is full compliance with all applicable federal, state, and local laws, zoning regulations, other restrictions, and environmental regulations unless otherwise stated in this report. It is assumed all required licenses, certificates of occupancy, or other legislative or administrative authority from any local, state, or national governmental or private entity or organization have been or can be obtained or renewed for any use on which the value estimates contained in this report are based. Any sketch in this report may show approximate dimensions and is included to assist the reader in visualizing the property. Maps and exhibits in this report may be provided for reader reference purposes only. No guarantee as to accuracy is expressed or implied. Although a copy of a survey or plat may be provided for visualization of the property, no survey has been made for the purpose of this report It is assumed the improvements on the property are within the boundaries or property lines of the property described and there is no encroachment or trespass unless otherwise stated. It is assumed no hazardous or toxic materials are present in the property such as PCB's, fuel/chemical seepage or leaking, or other chemicals or materials. It is assumed the property or nearby land has no hazardous or toxic materials on or beneath the surface that would flow to or contaminate the subject property in some fashion. It is blosser appraisal assumed there is no petroleum product equipment on the property or near the property that is leaking fuel, chemicals, or other toxic or hazardous material. No environmental assessment report has been fumished and the appraiser is not an engineer nor has been trained lo detect environmental hazards. Any comment by the appraiser that might suggest the possibility, or the lack of, the presence of such substances should not be taken as confum bon of the presence or absence of hazardous waste and/or toxic materials. Should an environmental assessment by a professional be provided in the future, the appraiser reserves the right to revise this report according to the effect it may have on the valuation. No responsibility or liability is assumed for any hazardous/toxic materials or defects in the property or for the engineering knowledge required discovering them. The appraiser's descriptions and the resulting comments are based on the routine observations made during the appraisal process. An environmental and hazardous material assessment for any property by qualified professionals is always considered prudent. Neither all nor any part of the contents of this report (especially any conclusions as to value, or the identity of the appraiser or appraisal firm) shall be disseminated to the public through advertising, public relations, news sales, or other media without prior written consent and approval of the appraiser. Under the competency provision of the Standards of Professional Appraisal Practice the appraiser must property l identify the appraisal problem to be addressed and have the knowledge and experience to complete the l assignment competently. The appraiser resume is submitted in the addenda of this report detailing education, professional designations, appraisal work experience, a list of various assignments, and partial client list. These elements illustrate the variety of knowledge and experience in appraising different types of real estate. This appraisal has been prepared with full confidence of having the necessary competency to complete the assignment under this standards provision. 0 L blosser appraisal Y CERTIFICATION I certify that, to the best of my knowledge and belief.... The statements of fact contained in this report are true and correct. The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and are my personal, impartial, and unbiased professional analyses, opinions, and conclusions. I have no present or prospective interest in the property that is the subject of this report, and no personal interest with respect to the parties involved. I have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment. My engagement for completing this assignment is not contingent upon developing or reporting predetermined results. My compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal. The appraisal assignment is not based on a requested minimum valuation, a specific valuation, or for the approval of a loan. The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute, which include the Uniform Standards of Professional Appraisal Practice. The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. I have made a personal inspection of the property that is the subject of this report. No one provided significant real property appraisal assistance to the person signing this certification. As of the date of this report I, Merle N. Blosser MAI, SRA, have completed the continuing education program of the Appraisal Institute. As of the date of this report I, Merle N. Blosser, MAI, SRA, have completed the requirements set out by the State of Texas Appraiser Licensing and Certification Board and am designated as a State Certified General Real Estate Appraiser license number TX 1321336-G, which expires June 30, 2007. Respectfully submitted, ld � e N. Blosser, ;MAI, TSRA Date blosser appraisal 10 LUBBOCK ECONOMIC SUMMARY • 2005 Population: 209,120 City of Lubbock and 256,081 Lubbock County with 1% historical growth rate, 2010 population projection 211,442; 48.8% male, 51.2% female; median age 30.7 compared with US at 36.3 years; population density 1,786 people per square mile Year of Census 1970 1980 1990 2000 Population Count 149,101 174,200 189,000 199,564 • Households: 83,650 households for 2005 up from 77,527 in 2000 census for growth rate of 1.58% per year, projection of 89,675 for 2010; average size 2.34 people per household; 2005 median household income of $34,564 up from $31,935 in 2000 and projection of $37,254 in 2010; 38% < $25,000, 28.5% $25- 50,000, 24.3% $50-100,000, 9.1% > $100,000 • Ethnicity: 50.3% White (Anglo), 30.7% White (Hispanic), 8.8% Black, 10.2% other • Transportation: On 1-27 route, Loop 289 freeway around city, East-West Freeway under construction; major state highways, designated as Ports to Plains corridor, efficient grid street pattern, Lubbock International Airport, good rail service, public city bus routes • Financial: Strong regional and local banks, mortgage companies; Forbes Magazine and Milken Institute published national rankings of best places for business and careers for 2002 and Lubbock places 271h on their list of 200 largest metro areas • Agriculture: Cotton chief crop with 64% of Texas production and 18% of national output, significant grain crops, beef/swine production, peanuts, grapes for wineries • Education: 30% of population have college degree, 25.8% have some college/associates degree, 23.9% HS graduates; Good public & private K-12 schools, Texas Tech Univ with 29,000+- enrolled, Lubbock Christian Univ, Wayland Baptist Univ, South Plains College • Medical: TTU Medical School, 2 full service hospitals, specialty hospitals + surgi-centers, numerous clinics, medical offices, labs, considered as major regional medical district • Industry: Major agri-business firms, food distribution, light manufacturing, hi -tech firms, service sector firms, retailing, wholesale distribution, Reese Technology Center, Employment per major industry include Services 49.9%, Retail 19.5%, Transportation -Communications 7.5%, Public Admin 6.1%, Wholesale Trade 4.7%, Finance -Insurance -Real Estate 4.6%, Manufacturing 4.0%, Construction 2.9% • Statistics: Elevation 3,251 feet, semi -arid moderate climate, 19 inch average rainfall, favorable sun -belt weather f1 blosser appraisal W TEN ECONOMIC INDICATORS FOR LUBBOCK Year Airline New Total MLS Average Retail Boardin s Apartment Units House Sales House Price Sales * 1996 615,053 272 2,300 $88,738 $3,303,694,883 1997 597,333 668 2,370 $89,924 $3,244,894,593 1998 574,780 120 2,541 $93,789 $3 430,905,552 1999 570,452 100 2,484 $97,817 $3,476,842,664 2000 578,976 28 2,592 $97,579 $3,467,044,571 2001 536,670 541 2,631 $101,223 $3,429,759,359 2002 513,096 579 2,892 $107,891 $3,466,992,280 2003 514,250 1,058 3,017 $117,305 $3,435,153,436 2004 541,549 1,260 3,296 $120,545 $3,506,555,198 2005 553,688 180 3,243 $120,541 $1,666,367,032** Average, 559,585 481 2,737 $103,535 $3,417,982,504 Year Civilian Unemployed New House Commercial South Plains Employment Permits Construction * Cotton Bales 1996 119,851 4.14% 571 $54,402,062 3,076,900 1997 121,305 4.00% 542 $92,902,300 3,415,500 1998 121,195 3.53% 664 $59,001,303 2,587,400 1999 122,696 3.02% 747 $88,712,065 3,008,400 2000 126,301 3.59% 819 $65,834,125 2,302,800 2001 129,262 3.67% 941 $79,083,699 2,492,700 2002 129,876 4.34% 1,137 $66,400,281 3,253,000 2003 131,896 4.84°% 1,288 $80,917,570 2,270,000 2004 134,203 4.59% 1,204 $70,157,579 4,823,500 2005 136,968 4.06°% 1,129 $87,416,656 5,630,000 Average, 127,355 3.98% 904 $74,482,764 3,286,020 (*Adjusted for inflation) (**Only first two quarters of retail sales for 2005 available from comptroller) The 2005 economic year for Lubbock shows six of ten indicators improved over last year. This illustrates a positive review of the city's performance from a wide variety of economic base data. Seven of ten indicators hold positions that are superior to their respective ten-year averages as the economy moves forward at a healthy pace. Airline Boardings New Apartment Units Multiple Listing Sales Average House Price Retail Sales Civilian Employment Unemployment Rate New House Permits Commercial Construction Cotton Bale Production Up 2.2% for passengers along with US ranking of 105th air freight Down 85.7% with 2 new projects but good for over -built market Down 1.6% only 53 houses, still a very good historical volume No change and still at the highest historical average price Up 5.1% for same 6 mo period in '04 after adjusted for CPI index Up 2.1% for increase of 2,765 employed persons Decrease in rate of 0.50%, and among Texas' lowest cities Down 6.2% yet still high compared with 90410 -yr average Up 24.6% to r best in ten years for 248 projects Up 16.7% for best crop on record and topping '04 high crop year blosser appraisal 12 7 L LOCATION MAP 13 blosser appraisal NEIGHBORHOOD DESCRIPTION LOCATION The neighborhood is situated along Interstate 27 between the north side of Lubbock at Loop 289 and New Deal with the focal point being the intersection of Interstate 27 and FM 1294. This is a suburban rural location in north central Lubbock County and is basically considered to be the land within the general vicinity of the Lubbock International Airport AGRICULTURAL CHARACTERISTICS The predominant land use for the neighborhood is agricultural where the primary crop is cotton and supplementary crops include grains, sorghum, vegetables, and hay. The farms are mostly 0gated and soils are typWy of sandy loam content. There is some land set aside in the CRP program and there are a few stock farms. COMMERCIAL/ INDUSTRIAL CHARACTERISTICS The frontage along 1-27 provides the chief commercial location influence with an assortment of service and sales firms. These include a recreational vehicle dealership, steel fabrication, fencing supply company, mobile home 1 parks, offices, equipment salestservice, recycling plant, motel, mobile home sales, and various shop/office business locations. There is also land south across FM 1294 from the subject site for the Texas A&M Research and Extension Service Center and the USDA Ginning Research Laboratory with regional offices and labs serving the agricultural community of the south plains. A major amenity for the neighborhood is the Lubbock County Club bordering 1-27 with an 18 -hole golf course, tennis facility, and large clubhouse. It is considered to be the best private golf club facility in the region. The city of Lubbock's sanitary landfill project is located one -mile southwest of the 1-27 and FM 1294 intersection. The landfill is not considered to be a significant adverse influence to this immediate neighborhood given the controlled management of the project LUBBOCK INTERNATIONAL AIRPORT This airport is the regional center for air travel with annual boardings of around 600,000 and is a designated port of entry for US Customs. The modem terminal facility built in 1976 with an expansion for 1988 includes 222,000+- SF and nine aircraft gates each with enclosed mobile passenger loading bridges. The airport property consists of 3,000+- acres with designated industrial park property at the Eastport section and commercial and general aviation property for the Westport section. The N -S runway extends 11,500 feet while the E -W runway measures 8,000 feet and both are equipped with center line lights, high intensity lighting, and taxiway blue marker lighting paths. These runways are equipped to handle the large aircraft such as the Boeing 747 and the Lockeed L-1011 along with the typical airline, military, and private aircraft The 24-hour air traffic control tower operates the most advanced approach and departure control systems with instrument landing, visual approach slope indicator lights, the MALSR approach system, and an Omni VORTEC station for navigation. The airport grounds offer auxiliary service locations for FBO facilities, T -Hangers, a fire station, a FAA and flight service station, and the national weather bureau. 14 blosser appraisal 7 RESIDENTIAL CHARACTERISTICS The residential influence is mostly Wong the county Woad network with small acreage tracts for rural home sites fronting the various farm roads. There are a few pockets of residential development scattered through the area. There is a wide mix of residential types inducting standard metal dad mobile homes, doublewide mobile homes, redi- bud wood frame houses, and the custom brick veneer rural residence. Most houses are built on one to fere acre tracts. Residential property conditions vary greatly from good quality and condition to poor in both categories. STATUS AND TRENDS The neighborhood will remain a rural agricultural based area for many years while a few acreage developments fox rural home sites and spotted commercial development will likely occur as the area's population expands. blosser appraisal 15 r Y The neighborhood includes this undeveloped farm land situated on the southwest comer of Interstate 27 and FM 294, The Texas A&M Research and Extension Service Center fronts FM1294 just east of 1-27 and is a sgnificant neighborhood member at the north end of the Lubbock International Airport. blosser appraisal 16 7 This pasture and farm land property lies adjacent to the east side of the subject site and is typical of the north Lubbock County neighboftod land use. The Lubbock International Airport terminal is pictured as it curves around for the aircraft ramp gate access with center parking lot area. The airport is the anchor member to the neighborhood as it fronts 1-27 north of the city. blosser appraisal 17 PROPERTY DESCRIPTION LOCATION The site location is approximately eight miles north from the downtown central business district at the northeast comer of FM 1294 and Interstate 27. The Old US Highway 87 runs along the west border of the land and parallels the 1-27 freeway while the north border fronts CR5800. This places the property along the north side of FM 1294, just east of Interstate 27, and north of Lubbock Intemational Airport. The census tract map reference for this property is 1.02. LEGAL DESRIPTION ( The legal description is A 301.648 Acre Tract out of the East Half of Section 38, Block 'D', Lubbock County, Texas. A full metes and bounds description with field notes is provided on the survey by Hugo Reed and Associates, Inc. and submitted as an exhibit in this section of the report. LAND SIZE AND SHAPE The land contains approximately 301.648+- Acres of gross land area. The dedicated rights of way for the adjacent FM 1294, Old US 87, and CR 5800 amount to 9.774+- acres. There is also a 12 -acre playa lake (borrow pit) that is considered as non -usable area. Thus, the net usable land size is calculated as follows. Gross Land Area 301.648 Acres Less dedicated roadway area ( 9.774 Acres) Less playa lake land (12.000 Acres) Net Usable Land Area 279.874 Acres This net usable land size will be utilized in the valuation section. The overall tract is basically rectangular in shape while the west border curves along the Old US 87 border at the west side of the property. The land measurements include 2,450+- feet of east -west frontage on FM 1294 with a north -south east border of 5,225 feet. Land size is adequate for a variety of agricultural or potential development uses. Average functional characteristics are recognized. For site layout please refer to the survey plan in this section of the report. ACCESS AND VISIBILITY The ingress -egress characteristics of the site are rated good with frontage on FM 1294 that provides two-way traffic along the south border. The west side of the property is served by Old US 87 that is a paved county road leading north just east of the Interstate 27 freeway. An improved graded CR 5800 extends east -west along the north border. Thus, access is gained along the full frontage from three sides of the property. The visibility for the site is average to good given the primary highway frontage along the south and west borders. 18 blosser appraisal TOPOGRAPHY The terrain is fairly level for most of the tract with adequate natural drainage. The land has a natural gradual slope to the southwest from the center and east portions of the tract while the north side of the property slopes gradually to the north. Flood zone status is based on the Flood Insurance Rate Maps provided by the Federal Emergency Management Agency and the property is located on map number 48303-C-0180 D dated September 18, 2002. The southwest portions of the subject property does appear to lay within a designated 100 year flood zone area and is classified as Zone "A" defined as a special flood hazard area subject to inundation by the 1 % annual chance flood event. The "A" zone is that area where the base flood elevations are not yet determined. However, the appraiser is not a civil engineer and a professional topographical survey should be completed to satisfy the exact flood elevation status. Soil conditions are thought suitable for all construction types. The playa lake situated in the southwest quadrant of the property that includes approximately 12 acres. A borrow pit was created within this original playa lake during the construction of Interstate 27 several years ago and this earth moving project created a substantial "hole in the ground". This 12 -acre portion of lake land is considered to be unusable from an agricultural or development use and will be subtracted from the overall tract l in calculating the net usable land area for valuation. Y EASEMENTS AND ENCROACHMENTS The survey provided by Hugo -Reed and Associates illustrates no significant easements or encroachments. It is assumed there are no restrictions that will affect the property as no property record restrictions or limitations were supplied to the appraiser. ENVIRONMENTAL ASSESSMENT Based on a surface inspection and casual observance of the land and improvements, there are no observed significant environmental hazards that affect the property. However, it should be understood that the appraiser is neither a professional engineer nor one trained as an environmental hazard expert. Thus, no legal responsibility or liability is assumed for any hazardous/toxic materials or defects in the property. At the owner's discretion, it is always considered prudent to obtain an environmental and hazardous material assessment by a qualified professional. SERVICES Public utilities provided to the site include electricity and natural gas. Water and sewer are provided by individual wells and septic systems. Police and fire protection plus emergency medical services are provided by public agencies. STREET IMPROVEMENTS The adjacent FM 1294 is a two lane paved asphalt road with side bar drainage channels. It serves as a major east -west county road. Old US 87 along the west border is a remaining section of the original US Highway 87 that extended north -south through the region. It is a two-lane road with paved concrete surface and side bar drainage channels. CR 5800 along the north border is a two-lane graded caliche road with side bar drainage channels. Regular maintenance is provided by public services. 19 blosser appraisal Y ADJACENT PROPERTY TYPES The adjacent property uses surrounding the site include: North agriculture land South Texas A&M Research and Extension Service Center East agriculture land West mixed residential use ZONING The property is not included within the city limits of Lubbock or New meal and no zoning code is in effect for the Property IMPROVEMENTS Two water wells - one well is on the east property line just north of FM 1294 and one is on the west property line adjacent to Old US 87 toward the center of the site; both wells have underground lines extending across the land to provide both domestic and crop irrigation water supply RAIL SPUR There are two rail spur tracks that lead from the nearby AT&SF Railway main line just west of the property and extend eastward and southward across of the property. The value of the rail spur improvements is not included in this appraisal, as the purpose of this report is for "land only" valuation. blosser appraisal 20 The subject of this appraisal is land pictured, as we look northeast from Interstate 27 and FM 1294 with the "Old US Highway 87" in the foreground. tW� 4n ' 4 w A rail spur has been extended into the subject property as we look south as it crosses the west border and "Oki US Highway 87". 21 blosser appraisal r+i The northwest comer of the property is pictured as we look southeast from the intersection of "Old US Highway 87" and CR5800. A southwest view from CR5800 at the northeast comer of the property shows the level terrain that in planted in grassland. blosser appraisal 22 ♦ +* _ � tii�.ti.�.� ',ate... a �+ `std• 1r .•Lti'`rt� .�"-- ;n _.' S}"�t. t''• `` 1P 4J, �4��'' •'u A�'*F' r,'� �' o {Y „f. � ��r�y d'} i'�� ti'.4�"�3i-� J'Si The southeast portion of the property includes a playa lake that was used as a "borrow pit" for soil in the 1 - construction of Interstate 27. This low elevation area is gradually being filled in with soil moved to the site from ` an airport construction project. The subject land fronts FM1294 as we look west from the southeast comer of the property. 23 blosser appraisal FM 129.4 www.Interflood.com:10-252-6633 WBBOCK, TX 79403 w1 a �i "0 111 M. 4 7T, � s - • �CI . - _ .r i - � 5 � { A, � � ,;� `fit•• .;� '.,�'` r 4, 1 -It I11 Mwd HMrds C/ � T Map Number .`j :K It 1 :'1 1 Erreedwe de 118, 2002 flood nr*s and flood rte-' ;��.�t_1J��'�'` , ' � •`# ' 3 11ant 1, O Y F -"O Z�� �_ N�U Co W 3M m 6 = W r45 0 a -O 'SU W a co i i;ij%i�i,, r Jill i�t i �i �E 111 �;11� l 1t� I' Itis 1y.a 1i� 8i 1,8 l 1 # j Jill r, s19J. I I - I'd �,1 ; � �• ��j �l : •4 j :�, , ;�,� �1 ,, {� ; . ;.� +1 , ! j 9 f f�t ill tit ii, tlj11 k::��it, I11;,� °�i ; ;i iii Il;1;i11,1011; 1;� i, NO , till ;�1 1-1 tp C @ j� 1j ifIN1t1►1#1 d 1,8 l 1 # j Jill r, - I'd �,1 ; � �• ��j �l : •4 j :�, , ;�,� �1 ,, {� ; . ;.� +1 , ! j 9 f f�t ill tit ii, tlj11 k::��it, I11;,� °�i ; ;i iii Il;1;i11,1011; 1;� i, +� t 10 1111, 1;E 1; Ii � L I lit N11;:111 WH !t 1111 i:t i Resolution No. 2006—RO578 HIGHEST AND BEST USE ANALYSIS Highest and best use as defined in The Appraisal of Real Estate text published by the Appraisal Institute is "The reasonable and probable use that supports the highest present value, as defined, as of the date of appraisal". Alternatively, with respect to vacant land, highest and best use is "The use, from among reasonably probable and legal altemative uses, found to be physically possible, appropriately supported, financially feasible, and that results in the highest present land value." The purpose of the appraisal is stated to form the basis of opinion for market value of the property that is based on the most probable use. The valuation section of the report will be founded on this highest and best use principle. The marketplace will direct the analysis for the land "as if vacant" while we consider its influences toward the subject of the appraisal. Investor motivations are based on the possible benefits that are expected to occur such as income potential, appreciation prospects, pride of ownership, functional attributes, locational concerns, and other factors. The highest and best use of the land as though vacant is necessary to approach the land value. This analysis will yield the information necessary to select the appropriate market comparisons for the land valuation. The highest and best use will depend on the potential uses that are physically possible, legally permissible, financially feasible, and maximally productive. From a physically possible aspect, the site has an adequate size to accommodate a variety of land uses. The previous site description details the exact land measurements, locational factors, terrain, easements, services and street improvements, access, visibility, and adjacent property types. Many tracts of land in this rural community serve a residential use where original farms have been divided into smaller parcels for rural home sites. The access and visibility factors are positive with regard to possible rural residential development on this land. However, another observation is the location proximity of this tract relative to Lubbock International Airport and the primary north -south runway. A significant portion of this land lies directly beneath the final approach path for aircraft landing to the south and under aircraft taking off to the north. The jet engine noise is noticeable when you are on this property. Although aircraft accidents seldom occur this specific location at the end of the runway is in the direct path of possible aircraft that may have an accident during take- off or landing. In short, these aviation factors are negative influences when residential occupancy is considered. The legally permissible conditions for the land show that no zoning is in place and would suggest a wide variety of possible legal uses could exist. From a financially feasible standpoint, the land must be able to support a use that lends a satisfactory return. This involves testing the physically and legally permissible uses for maximum net income potential. The natural and historical use for the land has been agricultural while two rail spurs have been placed on the land that divides the property and is not as functional for agricultural use as for the original open field layout. Commercial and industrial land uses have proven successful in the neighborhood while the adjacent Interstate 27 and FM 1294 provide good access and visibility to the site where a variety of possible commercial/industrial uses would compliment this property. The nearby Lubbock International Airport is a source of possible demand for commercial/industrial users that would benefit from the close proximity to the airport. The rail spur access has provided an industrial amenity that provides different opportunities for development for businesses that require rail shipping and receiving, Also, possible commercial/industrial type uses are not significantly adversely affected by the aircraft noise. hlosser appra snl 25 The maximally productive analysis of highest and best use is a process to determine the best specific use among those that are financially feasible. This would isolate the property type that produces the highest rate of return to the land. The industrial and commercial uses become the most opportune highest and best use altematives for this land. The most likely overall land use would be a combination of these described altematives given that some parts of the site are better suited for commerciaUndustrial development while the balance would best be served by continued agricultural use. Therefore, the highest and best use of the land "as if vacant" has proven to be some combination of commercial, or industrial use that complies with the limits of physical and legal characteristics and that meets the needs of the marketplace. 26 blosser apprc,isal SALES COMPARISON APPROACH The direct comparison technique of the Sales Comparison Approach is the principal valuation tool in practically all land valuation appraisals. Market, from an appraisal viewpoint, includes the common activity among persons involved in property having similar or comparable characteristics. "Market Data" is a key expression used to describe the pertinent information applied in the valuation analysis. The market data for this approach focuses on sale transactions of similar or substitute vacant land properties. The essence of the Sales Comparison Approach holds that if willing seller and buyer negotiate a fair sale of similar comparable property, then the property under appraisal may be analyzed in light of this market evidence. The principle of substitution is a direct corollary involved in the selection of comparable sales. An appraiser's role is to observe the actions of buyers, sellers, brokers, lenders, and laymen in their marketplace activity and interpret the results with regard to the property under appraisal. A general format for application of the Sales Comparison Approach entails these basic steps. 1. Present comparable land sales with pertinent information relative to the analysis 2. Compare the land sales to property under appraisal noting significant differences and their affect on value 3. Establish common denominators, such as price per square foot, price per acre, or price per front foot and draw value indications from each sale using appropriate adjustments 4. Formulate an opinion of value based on the reconciliation of all analyses in this approach The market data represent the most recent vacant land sales of properties similar to the property, known to the appraiser, that bear consideration toward interpreting the marketplace. The following is a submission of comparable land sales. 27 blosser appraisal �I Land Comparison # 1 Recorded: Volume 9033, Page 215 Date: 03/30/04 Grantor/Grantee: WZ, Ltd. And A. Jackson to R. Palmer Location: 6070 N University Avenue Legal Description: A Tract out of S/2 Section 34, Block W, Lubbock County Use: Vacant land Consideration: $312,200 (cash to seller) Size: 212.384+- Acres Net Usable Unit Consideration: $1,470 per Acre Land Comparison # 2 Recorded: Volume 8895, Page 49 Date: 01/15/04 Grantor/Grantee: Jay Vaughn to Timothy Ford Location: FM1294 and CR2700 Legal Description: The SE/4 Section 1, and the SW/4 plus the E/2 of Section 4, Use: Block W, Lubbock County Use: Agriculture land with irrigation equipment, water wells Consideration: $340,000 (cash to seller) Size: 393.33+- Acres Net Usable Unit Consideration: $864 per Acre Land Comparison # 3 Recording: Volume 9589 Page 239 Date: 12/01/04 Grantor/Grantee: C. Reichle to Gateway FM2641 Ltd. Location: NWC University Avenue and FM2641 (Bluefield St) Legal Description: All of Section 30, Block W, Lubbock County Use: Agriculture land Consideration: $1,500,000 (cash to seller) Size: 616+- Acres Net Usable Unit Consideration: $2,435 per Acre blosser opproi;al 28 Land Comparison # 4 Recorded: Volume 9523, Page 347 Date: 11/19/04 Grantor/Grantee: Roman Catholic Diocese to Peacock Land Co. LLC Location: FM2641 Yz mile east of University Avenue Legal Description: A Tract out of N/2 Section 1, Block "D-4", Lubbock County Use: Agricultural land with several oil well locations Consideration: $128,200 (cash to seller) Size: 114.28+- Acres Net Usable Unit Consideration: $1,122 per Acre Land Comparison # 5 Recorded: Volume 9633, Page 272 Date: 12/30/04 Grantor/Grantee: C. Bryant, et al to H. Reimer Location: South side of FM1294 just west of Interstate 27 Legal Description: A Tract out of Section 35, Block "D", Lubbock County Use: Agriculture land Consideration: $215,000 (cash to seller) Size: 327.79+- Acres Net Usable Unit Consideration: $656 per Acre Land Comparison # 6 Recorded: Volume 10342, Page 77 Date: 01/23/06 Grantor/Grantee: J. Greenlee Jr, Trustee et al to Lubbock Economic Development Alliance Location: East frontage 1-27 between Ursuline and Kent Streets Legal Description: A Tract out of Section 7, Block "A", Lubbock County Use: Vacant land Consideration: $879,146 (cash to seller) + $117,219 mineral interest Size: 583.899+- Acres Net Usable Unit Consideration: $1,706 per Acre blosser approisal i LAND SALES MAP MACALESTERAVE n2a M"ESTER AVE 27 Now Deal 1720 c z 2 W NARDIN EMERSON z x 93 UTAH ST -7 SUBJECT LAND 12-4 SALE =S DREW 3T 1za,� DREW ST DREW ST z saLF =T a SALIi =2 07 12-4 AIRPORT SALE =•i SALE=S EBLUEFlELDST •r1Y M +4 �It H H MMI M M•MI M Y'r tl � a SALE =s p r�I -I y, n J �-r t2-4 r.✓� E URSULINE ST r� ..xo�H M�vr. it o 07 �r t e2 MALAMWALI MI Data use subject to license. © 2005 DeLorme Street Atlas USA® 2006 Plus 0 '/s 1 11/1 2 vw vv delorme com MN (7 5' E) Data Zoom 1 1-5 blosser app:iaisol 30 These land sale comparisons represent a survey of the neighborhood and substitute locations that compare favorably with the property under appraisal. The land prices are presented in dollars per acre, which is the most appropriate unit of comparison for this market. The overall price range is from $656 to $2,380 per acre. Some of the data may require adjustment consideration attributed to time, location, physical characteristics, or terms of sale. The time factor is proven to be a positive influence for land in this market where a cross comparison of like sales shows a 4% per year gain in land value during the last few years. The terms of sale for the transactions all included a price based on cash to the seller. The physical size of the land sales may be adjusted by a 0.05% per acre variance based on a cross comparison analysis of matched pair land sales proving that smaller tracts of equal attributes will sell for a slightly higher amount per unit. The acreage variance is multiplied by 3% and then multiplied by the time adjusted sale price of the comparable. The adjustment is expressed in dollars with larger tracts being positive (+) and smaller tracts being negative (-). An adjustment for location may be necessary and will be based on property factors such as the immediate neighborhood characteristics, a corner versus interior block location, ingress -egress status, and visibility of the sales as they compare with the subject tract. 31 blosser appro15Gl LAND SALES CHART # Street Address Area SF Price/SF Date Grantor/Grantee 1 FM1294 CR2700 393.33 $864 Jan -04 Vaughn/Ford 2 6070 University Ave N 212.38 $1,470 Mar -04 WZ, Jackson/Palmer 3 NWC FM2641 University Ave 630.34 $2,380 Sep -04 Reichie/Chou 4 FM2641 E of Universi-ty Ave 116.57 $1,122 Nov -04 lCatholic Diocese/Peacock 5 FM12 W of 1-27 327.79 $656 Dec 04 B ant/Reimer 6 3000 Interstate 27 583.89 $1,706 Jan -06 Greenlee/LEDA These land sale comparisons represent a survey of the neighborhood and substitute locations that compare favorably with the property under appraisal. The land prices are presented in dollars per acre, which is the most appropriate unit of comparison for this market. The overall price range is from $656 to $2,380 per acre. Some of the data may require adjustment consideration attributed to time, location, physical characteristics, or terms of sale. The time factor is proven to be a positive influence for land in this market where a cross comparison of like sales shows a 4% per year gain in land value during the last few years. The terms of sale for the transactions all included a price based on cash to the seller. The physical size of the land sales may be adjusted by a 0.05% per acre variance based on a cross comparison analysis of matched pair land sales proving that smaller tracts of equal attributes will sell for a slightly higher amount per unit. The acreage variance is multiplied by 3% and then multiplied by the time adjusted sale price of the comparable. The adjustment is expressed in dollars with larger tracts being positive (+) and smaller tracts being negative (-). An adjustment for location may be necessary and will be based on property factors such as the immediate neighborhood characteristics, a corner versus interior block location, ingress -egress status, and visibility of the sales as they compare with the subject tract. 31 blosser appro15Gl The following land value adjustment chart illustrates the mechanics of this analysis. When these factors for time, size, and location are processed in the valuation analysis, the adjusted value guides are expressed as $848 to $2,496 with an overall average indication of $1,498 per acre. An individual examination of the comparables shows Sale #1 to be significantly higher than normal for this neighborhood with no apparent reason for the higher price. At the other extreme, Sale #5 appears to be well below the norm for similar tracts of land. However, Sale #5 has a recent date and lies diagonally across 1-27 from the subject land and fronts FM 1294. This property also borders the same rail track that serves the subject land and, thus, has three elements of comparison that are favorable considerations. Even though Sale #5 shows a lower limit guide of $848 per acre it must be weighed with significance in the final value conclusion. The other four land sales point to the middle of the bracket at an indicated land value of $1,213 to $1,699 per acre. They share the same north Lubbock neighborhood influence while offering different specific location attributes. Another comparable for consideration is the 188+- acre tract of vacant land located at the southwest comer of Interstate -27 and Keuka Street that is currently offered for sale. The listing price is quoted at $1,970 per acre and compares favorably with the upper side of the indicated value range. This tract is slightly superior due to the 1-27 freeway frontage. With these observations in mind, the property factors suggest a value toward the middle of a practical indicated value bracket at $1,200 to $1,600 and a specific value conclusion of $1,400 per acre is the most reliable market indication. When this per unit land value of $1,400 per acre is applied to the property area of 279.874+- acres of "net usable area", the total land value amounts to $391,824, and rounded to $390,000 for application in this appraisal. Opinion of Market Land Value...............$390,000 32 blosser appraisal LAND VALUE ANALYSIS CHART # Street Address Area SF Price/SF Time Size Location Value Guide 1 FM1294 CR2700 393.33 $864 9% 6% 30% $1,281 2 6070 University Ave N 212.38 $1,470 8% -3% 10% $1,699 3 NWC FM2641 University Ave 630.34 $2,380 7% 18% -20% $2,496 4 FM2641 E of University Ave 116.57 $1,122 6% -8% 10% $1,213 5 1 FM1294 JW of 1-27 327.79 $656 6% 2% 20% $848 6 Interstate 27 A 583.89 $1,706 0% 15% -30% $1,450 Avera a Guide $1,498 '9 When these factors for time, size, and location are processed in the valuation analysis, the adjusted value guides are expressed as $848 to $2,496 with an overall average indication of $1,498 per acre. An individual examination of the comparables shows Sale #1 to be significantly higher than normal for this neighborhood with no apparent reason for the higher price. At the other extreme, Sale #5 appears to be well below the norm for similar tracts of land. However, Sale #5 has a recent date and lies diagonally across 1-27 from the subject land and fronts FM 1294. This property also borders the same rail track that serves the subject land and, thus, has three elements of comparison that are favorable considerations. Even though Sale #5 shows a lower limit guide of $848 per acre it must be weighed with significance in the final value conclusion. The other four land sales point to the middle of the bracket at an indicated land value of $1,213 to $1,699 per acre. They share the same north Lubbock neighborhood influence while offering different specific location attributes. Another comparable for consideration is the 188+- acre tract of vacant land located at the southwest comer of Interstate -27 and Keuka Street that is currently offered for sale. The listing price is quoted at $1,970 per acre and compares favorably with the upper side of the indicated value range. This tract is slightly superior due to the 1-27 freeway frontage. With these observations in mind, the property factors suggest a value toward the middle of a practical indicated value bracket at $1,200 to $1,600 and a specific value conclusion of $1,400 per acre is the most reliable market indication. When this per unit land value of $1,400 per acre is applied to the property area of 279.874+- acres of "net usable area", the total land value amounts to $391,824, and rounded to $390,000 for application in this appraisal. Opinion of Market Land Value...............$390,000 32 blosser appraisal FINAL OPINION OF VALUE The appraisal process for the valuation of this vacant land has been completed through the application of the Sales Comparison Approach. Direct analysis of comparable sales has yielded a good deal of information pertaining to the land market for property having similar characteristics to the land under appraisal. A cross comparison analysis with the sales to the land under appraisal presents a most probable value range of $1,200 to $1,600 with the best specific conclusion based on $1,400 per acre. After proper consideration of data within the appraisal process, the most reasonable and supportable Market Value for the whole property under appraisal is concluded to be FINAL OPINION OF MARKET VALUE THREE HUNDRED NINETY THOUSAND DOLLARS ($390,000) Effective Date of Appraisal... October 23, 2006 blosser Uq(XNSol 33 F UA TEXAS APPRAISER LICENSING AND CERTIFICATION BOARD BE IT KA01VA THAT MERLE NORMAN BLOSSER HAVING PROV/DED bATISFAC'TORY EVIDENCE OF THE QUALIFICATIONS REQUIRED BY THE TEXASAPPRAISER LICENSING AND CERTIFICATION ACT, TEXAS OCCUPATIONS CODE, CHAPTER 1103, 1S ALITHORIT.ED TO USE THE TITLE STATE CERTIFIED GENERAL REAL ESTATE APPRAISER Number: TX -1321336-G Date of Issue::Mav 24. 2005 Date of Expiration: June 30. 2007 At Witness Thereof Shirley J. Ward, Clair Warne Thorbure. Commissioner Shirley J. Ward, Chair Larry D. Kukel, Vlce-Chair Dona S. Scurry, Secretary Elroy Carson Malcolm J. Dcason Will lam A. Faulk, Jr. L.W. (Wayne) Nlayo Paul F. Moore Clintun P. Sa)crs blosser aporcii:al 34 El ADDENDA blosser appraisal 35 CITY OF LUBBOCK AND REGIONAL DATA LOCATION Lubbock is centered at the south side of the Texas Panhandle, approximately 65 miles east of the New Mexico state line. This northwest part of Texas is known as the South Plains region. Lubbock is considered the focal point of its 23 county trade area, covering approximately 30,000 square miles. POPULATION The current City of Lubbock population estimate for 2005 is reported to be 209,120+ per the planning department while the Lubbock County population is measured at 256,081+. Population increased 1.68% per year for the 1970's decade, 0.85% per year for the 1980's period, and 0.58% annually for the 1990's time period. This shows an overall growth rate of around 1,700 per year for the past 30 years and a declining percentage growth rate. Lubbock population ranks 8th in the State of Texas, 18511 for the U.S., and is the largest city in northwest Texas. The Lubbock population is expected to gradually increase around 0.75% per year. Year of Census 1970 1980 1990 2000 Population Count 149,101 174,200 189,000 199,564 TRANSPORTATION Lubbock is well served by four U.S. highways that intersect the city being US 84 from southeast to northwest, US 62-82 from southwest to northeast, and US 87 from south to north. Interstate 27 follows the US 87 route connecting Lubbock to Amarillo and provides major freeway access through the city on its' north -south route. This freeway enhances the traffic flow to and from the central business district with a time frame less than 15 minutes from any part of the city. There are also numerous state and farm to market roads that crisscross the region. Within the city, Loop 289 is a 4 to 6 lane freeway that provides quick access to major traffic arteries as it circles Lubbock. The grid pattern street layout affords easy inner city travel with major arteries placed at one -mile intervals north to south and east to west. In addition, the new east -west freeway is under construction, which extends southwest to northeast beginning at Loop 289 W along Brownfield Highway, then traveling east along 4th Street to 1-27. This will add another primary freeway with access roads and will greatly enhance the east - west traffic across the city. US Highway 87 is part of the "Ports to Plains Trade Corridor" route that will extend trade between Mexico, the United States, and Canada. At the present, the route is defined from Laredo to Cardzo Springs, to San Angelo, to Big Spring and/or Midland, to Lubbock, to Amarillo, to Dumas and then north through Oklahoma to Denver, Colorado. This "Ports to Plains Trade Corridor" is expected to relieve the high traffic volume along Interstate 35 in central Texas and provide an alternate (quicker) route to trade opportunities north of Texas. Lubbock is one of over 50 coalition members of "Ports to Plains" that started in 1997 and has achieved state and national support in furthering trade with our NAFTA partners in this global economy. Adequate rail service for shipping/receiving is provided to the industrial park neighborhoods via rail spurs from the major tracks through Lubbock. The Lubbock International Airport is a modem facility with the most advanced air traffic control capability. The terminal includes nine passenger -boarding gates and serves, Southwest, Continental, and American Eagle, airlines 36 blosser appraisal as well as private charters. Airline boardings totaled 541,549 for 2004 and slightly below the ten-year average of 564,613. Airport sites are also being developed for private FBO facilities, air express stations, commercial sites, and an industrial park with future rail service. FINANCIAL There are a number of Lubbock and regional banks in operation throughout the community, which provide the full range of financial services necessary to accommodate the Lubbock and regional population. There are also several private mortgage companies with active conventional, FHA, and VA loan portfolios in the residential and commercial lending market. Lubbock has some of the state's leading banks in the agri-business sector, while most have active mortgage loan departments in addition to the normal full-service bank operations. Lubbock is considered to be a major regional financial center, AGRICULTURE Lubbock County is part of a highly productive area referred to as the South Plains region. High crop productivity is due to a combination of good soil, proper climate, and the irrigation assistance from water wells. The natural underground water basin covers a major portion of this area and is a primary factor in crop capacity; however, there is evidence of gradual water depletion and new sources of water and conservation methods must be discovered in the future. Cotton is the primary crop for the South Plains region with a production volume that measures 64% of the Texas total, 18% of the nation's output, and 4% of the world cotton crop. Due to this high concentration of cotton production, there are several plant research groups and mechanization firms that make Lubbock a center for innovation within the cotton industry. The USDA research center at Texas Tech University and the Texas A&M Agricultural Research and Extension Center in Lubbock are the two leading organizations for crop research for the region. There are also major cottonseed oil mills as an important segment of agri-business. Total cotton production on the South Plains for the 2004 crop year was the largest on record, dating from 1926, with a total 4.6 million bales, This huge crop was well above the previous ten-year average of 2,8 million bales. Cotton commodity prices generally fluctuate from $0.35 to $0.65 per pound, while the 2004 crop is bringing around $0.50 per pound. The total farm income from this 2004 crop is estimated at $1.28 Billion and economists forecast a multiplier of 3.50 to project a value of $4.48 Billion for the region, Clearly, the cotton industry has the largest single impact on the local economy. The northern part of this agricultural district focuses on grain sorghum where planting seed production and research is a large operation. This area produces 85% of the world's hybrid grain sorghum, involving the five largest seed companies in continuing research. Grain sorghum serves as a source of raw material for the beef and swine feeding operations. This factor has brought about a high concentration of beef -swine feed lot businesses and their allied industries such as packing plants, etc. Recently, several dairies have been developed across the south plains with expected growth of the milk industry due to good feed supply and labor pool. Peanut production is a significant crop on the south plains due to the same good soil, water, and weather conditions. Another crop that has gained significant exposure on the regional and national scene is grape production for three local wineries. The wineries are producing some of the country's finest varieties of wine. Soil, water, and climate are reported to be ideal for the new cash crop and the forecast for growth is favorable. The South Plains area farms are larger and more highly mechanized than most areas of the country; and considering the irrigation of more than 5.5 million acres of land; this region has a major impact on the U.S. agricultural picture. The Texas County Extension Districts report the total cash value of basic agriculture production for the South Plains area ranks 31d among the state's 12 regions and commands 13% of the total volume. This cash value is divided as 37 blosser oppraisal fed beef (30.4%), cotton (29%), peanuts (6.9%), other beef (7,2%), cottonseed (4.9%), and all other agriculture production (21.5%). EDUCATION Lubbock is home to Texas Tech University that offers a vide range of study for undergraduate and graduate degrees from seven colleges, plus the highly accredited law and medical schools. The university serves as one of the region's primary economic engines with rapid enrollment growth from 24,558 for the fall of 2000 to 28,500+- for the fall 2004 semester. Texas Tech is a member of the "Big 12" athletic conference and has offers fairly new and state of the art facilities for the various programs. The large campus offers a wide variety of cultural facilities including a museum, planetarium, theater, international cultural center, Southwest Collection, and Ranching Heritage Center. The Texas Tech University Health Sciences Center is housed in an 800,000 square foot medical complex with the adjacent University Medical Center teaching hospital. Lubbock Christian University offers a variety of degree programs and the student population is in a significant growth phase from 1,321 enrolled in 1999 to the current 1,937. South Plains College has campuses in Levelland and in Lubbock at Reese Technology Center and offers a two-year curriculum plus occupational and vocational training programs to about 9,500 students. Wayland Baptist University also has a Lubbock campus with around 800 college students. The Lubbock Independent School District has 4 high schools, 10 junior high schools, and 28 elementary schools for around 29,000 students. There are also several private and/or parochial schools, plus many professional and vocational training schools. MEDICAL Lubbock has three hospitals, various special treatment centers, numerous medical clinics, nursing homes, and the Texas Tech Medical School. The two largest hospitals have grown in size and level of care with specialties in every area of medicine. The Covenant Medical System is a complete care medical center designed for regional patient service. The University Medical Center is the county owned teaching hospital associated with the Texas Tech University Health Sciences Center and offers a complete compliment of medical services. Highland Hospital is a medium sized facility with various specialty services. NorthStar Surgical Center was developed in 2001 and provides specialty services for various short stay surgical procedures. An addition to this North Loop 289 medical center complex is the Lubbock Heart Hospital for 2003 with several heart specialists joining together to form a care facility for open-heart surgery and full patient care. Grace Clinic is a new diagnostic and surgical center project under construction for 2006 that will house a state of the art medical care facility. Thus, Lubbock is definitely the major medical center for West Texas and eastern New Mexico, offering a full spectrum of nationally recognized expert medical care. This is one of the primary economic base forces for the Lubbock economy toward basic employment and the high dollar volume of medical billing and peripheral medical business production. The Texas Department of Criminal Justice has a 550 bed Correctional Psychiatric Facility in Lubbock that has eleven 50 -bed housing units and an employment base of 600 jobs. Senior citizen care is offered by several assisted living centers and various nursing homes. There is one full life care facility (Carillon Retirement Center) that offers a complete range of retirement care from a luxury independent living apartment complex, to assisted living apartments, to a full service nursing center. The retirement care industry for Lubbock is growing due to the high quality medical care, the comfortable climate, the quality level of facilities, and the lower cost of living. 38 blosser appraisal k COMPARATIVE MSA ANALYSIS The State of Texas now has 25 Metropolitan Statistical Areas (MSA's) where five are Classified as major metros and the remaining 20 are Classed as smaller metros. Lubbock falls into the smaller metro category and the following chart illustrates how Lubbock compares with these 20 areas of Texas with regard to three key economic forecasts. Ray Perryman, noted economist, publishes The Perryman Texas Letter and The Perryman Report. In a recent report Mr. Perryman provides a forecast for the 2005 to 2010 time frame including population gain, Real Gross Product gain, and the gain in jobs over this five year period. These statistics provide the numbers and dollars of gains for the five years then the compound annual growth rate (CAGR) is provided for each MSA. MSA Pop Gain 2005.2010 Pop CAGR Real Gross Product Gain 2005.2010 $Billion Real Gross Product CAGR Number of Jobs Gain 2005-2010 Job Growth CAGR Abilene 14,300 1.69% $0.83 3.99% 6,700 1.77% Amarillo 20,100 1.62% $1.56 4.16% 9,900 1.69% Beaumont -Port Arthur 33,700 1.62% 1 $2.37 4.22% 14,100 1.68% Brownsville -Harlin en 39,600 2.02% $1.24 4.05% 12,400 1.85% College Station -Bryan 18,400 1.82% $0.96 3.99% 8,400 1.78% Corpus Christ 30 700 1.43% $2.11 3.64% 11,100 1.16% Killeen -Tem ie-FortHood 33,000 1.79% $1.73 3.66% 14,300 1.66% Laredo 27,000 2.32% $0.96 4.17% 8,400 1.87% Longview 17,400 1.64% $1.35 4.26% 8,200 1.66% Lubbock 22,300 1.63% $1.57 4.05% 11,100 1.66% McAllen -Edinburg -Pharr 84,000 2.40% $2.20 4.10% 20,700 1.86% Midland 8,600 1.37% $1.29 4.29% 5,300 1.71% Odessa _ 8,800 1.36% $0.78 4.13% 4,300 1.50% San Angelo 7,600 137% $0.59 4.03% 4,300 1.63% Sherman -Denison 10,500 1.71% $0.62 4.20% 4,200 1.72% Texarkana 6,700 1.41% $0.45 3.76% 3,400 1.53% Tyler 17,400 1.78% $1.49 4.35% 8,800 1.82% Victoria 9,500 1.57% $0.69 4.08% 4,100 1.57% Waco 19,000 1.62% $1.32 4.15% 9,500 1.73% Wichita Falls 12,700 1.60% $0.89 3.95% 6,000 1.60% Averages 22,065 n1.69% $125 111111� 4.06°. 8,780 1.67% When compared with these 20 MSA's Lubbock ranks 711 in expected population gain and 101h in the annual percentage rate of population gain. Lubbock ranks 5th in dollar gain for Real Gross Product while ranking 121h for the annual percentage gain forecast. And Lubbock ranks 511 in the number of jobs created and 131" for the annual percentage job growth rate of change. Thus, from an overall standpoint the Lubbock MSA shows to be above average for all three categories in population numbers, dollars of growth, and number of new jobs while being very close to average for the annual percentage rate of change in all three categories. 39 blossar caupraisal 7 BUSINESS AND INDUSTRY Lubbock has a diverse group of manufacturing, wholesale, service, and retail businesses. Examples of the larger firms and their products or services are listed. Company Name Covenant Health System University Medical Center Caprock Home Health Services Convergys United Supermarkets Lubbock State School Texas Dept of Corrections Southwestern Bell Communications West TeleServices Industrial Molding Noble Construction Equipment Covenant Home Health Care McLane High Plains Operator Service Company Tyco Fire Protection NTS Communications Frito Lay TNM&O Coaches USA Relay Telecommunications Bell Dairy Products Highland Medical Center US Food Service O'Hair Shutters Goulds Pumps Dynamic Foods Rip Griffin Travel Centers Mrs. Baird's Bakeries Coca-Cola Lee Lewis Construction Farmers Cooperative Compress Watson Sysco Foodservice IHS Hospital Robert Heath Trucking Scott Manufacturing PYCO Industries CHR Solutions Caprock Manufacturing Texas Agricultural Experiment Station X -Fab Texas Plains Cotton Cooperative Type of Business General medical and surgical hospital General medical and surgical hospital Home health care Call center Supermarket chain headquarters Residential care -mental retardation Psychiatric/Medical facility Wireless communications Call center Manufacturing plastic products Manufacturing construction machinery Home health care Wholesale food distribution Telecommunications/long distance Manufacturing fire protection systems Telecommunications Manufacturing food products Bus transportation Telephone information services Manufacturing fluid milk General medical and surgical hospital Wholesale food distribution Millworks Manufacturing fluid power pumps & motors Manufacturing food products Truck travel centers Manufacturing food products Bottled and canned soft drinks General contractor Baled cotton storage & handling Wholesale food distribution Long term hospital skilled nursing Trucking Fabricated Plate works Manufacturing cottonseed oil mills Communications consulting Manufacturing plastic products Agricultural research Semiconductor wafer fabrication Cotton marketing hlosser appraisal Employment 6,900 2,250 1,650 1,500 1,345 876 870 1600 558 505 482 350 416 409 400 294 277 259 200 240 220 214 206 204 202 195 189 186 175 180 177 164 163 162 175 149 140 175 200 131 40 Major retail firms include: Sears, J.C. Penny, Dillard's, K -Mart, Kohl's, Target, Circuit City, PetsMart, Old Navy, Office Depot, Office Max, Staple's, Best Buy, Home Depot, Lowe's Home Center, Sutherland's Home Center, Michael's, Mervyn's, Beall's, Wal-Mart and Sam's (3 stores), Dunlap's, plus United, Albertson's, and Lowe's Supermarkets. MISCELLANEOUS Government - mayor, council, city manager for city; commissioner's court for Lubbock County Utilities - Water by Canadian River Authority and private wells; electric power by Excel Energy and Lubbock Power and Light; natural gas by Atmos Energy Elevation: 3,251 feet Climate: Semi -arid, moderate Average Rainfall: 19 inches per year Average Temperature: 40 degrees winter, 80 degrees summer Weather: general conditions favorable in this Sunbelt region SOCIAL AND CULTURAL • Lubbock Memorial Civic Center for conventions, theater, concerts, meetings, exhibits • United Spirit Arena for Texas Tech athletics and special events • Lubbock Auditorium -Coliseum for plays, concerts, ice hockey, rodeos, and various entertainment and sporting events • Ranching Heritage Center • Texas Tech Museum and Moody Planetarium • International Cultural Center • Southwest Collection and Vietnam Center • Charles Maedgen Theater • Science Spectrum for science displays and hands-on learning, national touring exhibits, and special science events • Omni -Max Theater (one of only two in Texas) • South Plains Fair Grounds • Buddy Holly Museum for music history and memorabilia • Depot District for night clubs, restaurants, and music theater • Public libraries • Numerous parks, golf courses, and swim pools • Three full service private country clubs • Canyon Lakes Park • Churches of various denominations 41 IDIOSSQ1 00PI-6--,01 Appraisal 111i, Institute" Professionals Providing Real Estate Solutions The Appraisal Institute was charted in January 1991 as a result of a merger of The American Institute of Real Estate Appraisers and the Society of Real Estate Appraisers. This merger coupled the attributes of both long time established groups into a single professional appraisal organization. Today more than 16,000 appraisers are members of The Appraisal Institute. The Appraisal Institute designations of MAI and SRA have attained a national reputation for professional service to the public. Courts, government agencies, lending institutions, developers, and real estate brokers have relied upon and, in many cases, sought out reports prepared by appraisers who hold the MAI and SRA designation. The Appraisal Institute has an intensive program designed to test knowledge, experience and judgment in the field of real estate appraising, and membership in the Institute is awarded only to those who have demonstrated their ability to meet these stringent requirements. These standards demand that a member have years of practical appraisal experience; pass extensive written tests; and submit numerous appraisal reports demonstrating the ability to render competent service to clients. Moral character, ethical conduct, and professional services are always subject to review by the Appraisal Institute. The history behind formation of The Appraisal Institute shows pioneer work in the field of continuing appraisal education having roots back to 1932. Today, the Appraisal Institute offers a series of twenty-one graduate level courses ranging from basic appraisal principles and techniques to advanced technical subjects. There are several specialty courses that are offered online via the Internet. The Appraisal Institute is the primary source for educational materials and publishes appraisal textbooks, monographs and periodicals. The MAI and SRA designations signify professional attainment in the field of real estate appraising. The Appraisal Institute is a founding member of The Appraisal Foundation established by congress to oversee the profession. The leadership of Al in the governmental arena has been a key factor in establishing higher levels of expertise and standards for the appraisal profession. MAI - Member, Appraisal Institute - is a designation awarded to those who have proven their ability to appraise all types of real property. SRA - Senior Residential Appraiser - is the designation earned by those specialists who have demonstrated competence in the appraisal of single-family residences. All members must subscribe to the Institute's rigid Code of Ethics and Standards of Professional Conduct. 42 bloss?r oppraisal RESUME MERLE N. BLOSSER, MAI, SRA Owner of Blosser Appraisal, 1001 Main Street, Suite 206 Court Place, City of Lubbock, Texas Began real estate appraisal career in 1973 in Lubbock; formed Blosser Appraisal in 1987 US Army Veteran, served in regular army active duty (1971-73) as a Pershing Missile Instructor in the 5t� Army Headquarters Unit, Ft. Sill, Oklahoma College job with General Dynamics (now Lockheed Corp) in flight test engineering department PROFESSIONAL AFFILIATIONS • Appraisal Institute: • Member Appraisal Institute (MAI) Designation, Certificate #5982 (1979) • Residential Member (RM) Designation, Certificate #1121 (1977) • Senior Residential Appraiser (SRA) converted from RM designation in 1991 • President Appraisal Institute Texas Plains Chapter • Region 8 representative for Texas Plains Chapter • Chairman of Education and Admissions for Appraisal Institute Texas Plains Chapter • Ethics and Counseling Regional Panel Member • Texas State Certified General Real Estate Appraiser Number # TX -11 321336-G • Texas Real Estate Broker's License #179763-27 • Member National, Texas, and Lubbock Association of Realtors HONORS • Twice appointed by the Texas State Board of Education to the textbook committee for the selection of high school economics textbooks for Texas classrooms • Recipient of the Mayor Roy Bass Memorial Award • Paul Harris Fellow of Rotary International • Texas Tech University Greek Alumni of the Year EDUCATION Graduate of Texas Tech University, Lubbock, Texas (1971) • BBA Degree in Industrial Management • BBA Degree in Marketing Professional Appraisal Courses from the Appraisal Institute: • Real Estate Appraisal Principles • Basic Valuation Procedures • Residential Valuation • Capitalization Theory and Techniques • Case Studies in Real Estate Valuation 43 hlosser appini;r,l • Valuation Analysis and Report Writing • Real Estate Investment Analysis • Standards of Professional Practice • Hotel Valuation • Business Valuation • Numerous seminars covering a wide variety of topics Merle Blosser is currently certified under the Appraisal Institute's voluntary program of continuing education through December 31, 2007. Continuing education certification requires 100 hours of classroom education per five-year period Current assistant professor in the Texas Tech University Jerry Rawls School of Business Administration teaching "Real Estate Appraisal" Past instructor of the real estate appraisal courses for Texas Association of Realtors, South Plains College, Southwest College of Real Estate, and Western Texas College Professional seminar participation presented by the Resolution Trust Corporation, Federal National Mortgage Association, American Society of Review Appraisers, Texas Department of Transportation, and case study of Eminent Domain and Condemnation COMMUNITY SERVICE • Founding President, Lubbock Ronald McDonald House 1983-87 • President, Southwest Lubbock Rotary Club • Board of Directors, Lubbock Industrial Foundation • Board of Elders, Youth Chairman, Westminster Presbyterian Church • Executive Board, Young Life of Lubbock • Board of Directors, Carillon, Inc. a non-profit retirement center • President, Monterey High School Booster Club • Board of Directors, Lubbock Center -Corp • Vice President, Lubbock Public Schools Foundation for Excellence • Chairman, Bond Steering Committee ($24 M), Lubbock Public Schools • Board of Directors, Lubbock Chamber of Commerce • Chairman, Infrastructure Committee (Chamber of Commence) • Chairman, Lubbock Economic Development Council (Chamber of Commerce) • Chairman, Lubbock Scholars Program (Lubbock Public Schools) • Chairman, Central Business District Tax Increment Financing Reinvestment Zone Committee • Board of Directors, Downtown Redevelopment Committee 44 blosser appraisal k BLOSSER APPRAISAL CLIENTS The following is a representative list of clients Blosser Appraisal has served on various assignments. McDougal Companies TTU Health Sciences Center Reese Technology Center City of Lubbock Lubbock County Lubbock Independent School District Covenant Health System University Medical Center Ben Stribling Properties Internal Revenue Service Industrial Molding Corp. Joe D. McKay Architects South Plains College Wayland Baptist University Texas Department of Transportation Watson Sysco Foodservice Texaco USA Santa Fe Burlington Northern Urban Renewal Agency US General Services Administration Lubbock Radiology Associates Broadway Church of Christ Alderson Cadillac, BMW, Lexus Pepsi-Cola Brown McKee Engineering North Star Surgical Center Westminster Presbyterian Church Hugo Reed and Associates Lubbock Economic Development Assoc Weingarten Realty Investors South Plains Association of Governments Buslon Company Pyco Industries Westar Commercial Realty Texas Tech University Parkhill, Smith & Cooper Engineering & Architects US Department of Agriculture Lubbock Christian University United Supermarkets West Texas Catepillar Lubbock Chamber of Commerce Alan Henry Insurance Charles Skibell Development Lubbock International Airport Cox Communications Wilkerson Properties United Way of Lubbock Westmark Real Estate Rip Griffin Travel Centers Robert's Truck Centers Rick Canup Coldwell Banker Mason, Warner & Co. CPA's Wal-Mart Stores South Plains Fair Association St Luke' Methodist Church GRACO Real Estate Development US Postal Service Commercial Property Services Lubbock Housing Authority Putt Putt Golf & Games (national client) Lubbock Heart Hospital Prime Campus Housing John Q. Hammons Hotels Buckner's Children's Home Bender Terrace Nursing Home Marjorie Kastman Investments Scott Laboratories Stellar Development General clients include commercial real estate brokers, medical practice groups, law firms, accounting firms, church congregations, home builders, trust departments, numerous individuals and business firms. blosser- aoproisal 45 k FINANCIAL INSTITUTION CLIENTS American Bank of Commerce American State Bank Ameriquest Mortgage Bank of America Bank One Boatmen's 1st National Oklahoma Boatmen's First National Amarillo City Bank Commerce Bank Federal Deposit Insurance Corp First American Bank First Bank and Trust First City Bank of Maryville My Lubbock Bank First National Bank of Amarillo First National Bank of McAlester First United Bank Fort Worth National Heller First Capital Horizon Bank (Denver) LaSalle Bank (Chicago) Lubbock National Bank Peoples Bank PlainsCapital Bank Prime West Mortgage State National Bank Summit Bank (Oklahoma) Texas Commerce Bank Texas Tech Federal Credit Union United Bank of Dallas Wells Fargo Bank Western National Bank Financial clients also include national asset management groups, regional banks; various mortgage bankers, and several insurance companies. LAW FIRM CLIENTS Baker Brown & Thompson Fargason Booth St Clair & Richards Boener & Dennis Durbin & Associates Wolfe & Associates Mike Carper Warlick Carr Chuck Lanehart Charles Snuggs Clifford Krier Wilkerson & Wright Craig Terrill Hale & Grantham Crenshaw Dupree & Milam Dennis Reeves Buddy Curry Charles Dunn Larry Elms Field Manning Stone Hawthorne & Aycock Fouts Fouts and Joplin Claude Freeman Charles Galey George Nelson Law Firm George Gilkerson Jim Gorsuch Harley Huff Popp Gray & Hutcheson (Austin) Texas Attorney General Office Hund & Harriger Bob Jones Jones Flygare Brown & Wharton McClendon Law Firm McCleskey Harriger Brazill & Graf McWhorter Cobb & Johnson Harvey Morton Mullin Hoard Brown Nelson & Nelson Timberlake Weaver & Sharp Bymie Bass Dean Shuman Patrick Simek Splawn Simpson and Pitts Sims Hubert & Wilson Jack Stoffregen Turner & Jordan Key & Terrell Terrell Thompson Travis Ware Tyler Craft Phillips & McLaren Ward and Freels Tom Whiteside Ikard Wynne & Ratliff (Austin) Tom Reese blosser appjaisol 46 i VARIOUS APPRAISAL ASSIGNMENTS Kingsgate Shopping Center Reese Center Lubbock Inn Hotel Rip Griffin Travel Centers Chili's Restaurant Lubbock Plaza Holiday Inn Hotel South Plains Mall Lubbock International Airport Property Woodcrest Apartments North Star Surgical Center Plaza West Office Building Cowling Mini -Warehouse Texas A&M Research Center University Plaza Student Housing Complex Metro Tower Office Building The Apartments at Willow Hill Bender Terrace Nursing Home Whisperwood Subdivision Grace Clinic Texas Tech Carpenter -Wells Dorm Beck Steel Gatti Land Pizza South Plains Rehabilitation City Bank Building The Village Shopping Center Banjo's Club Sears Service Center Putt Putt Golf and Games (nationwide) Savannah Oaks Apartments North Pointe Subdivision Sentry Plaza 11. Office Bldg MHMR Complex Lack's Furniture Wayland Baptist Lubbock Campus Wagner Supply Lubbock Radiology Lubbock Business Center Rockridge Plaza Shopping Center University Medical Center Rental Analysis Industrial Molding Industrial Plant Texas Commerce Amarillo Bldg Melonie Park Baptist Church Hunter's Way Apartments Robert's Truck Center Burger King Restaurants TTU Health Sciences Center Rental Study Park Inn International Hotel Amarillo Petro Express Gas/Convenience Stores Stone Lake Apartments Commander's Mobile Home Park Sun Star Electric Saddlewood Apartments Lubbock Village Retirement Center The Rib Crib Guy -Lane Plaza, Dumas US Army Reserve Center "The Strip" Package Stores Auto Zone Del Estrado Apartments Brown McKee Office -Plant Southridge Office Condos 7-11" Stores Arby's Restaurant Court Place Office Tower Keebler's Distribution Center 0 & A Tex Pack Express Park Tower Apartments South Plains Fair Grounds Lubbock Christian University Campus Watson Food Warehouse Ashton Pointe Apartments The Compound Building Lakeridge Plaza Shopping Center Olsen Village Amarillo The Gables Subdivision First Baptist Church Snyder Sierra Spring Water United Way of Lubbock Building Residential Treatment Center La Quinta Hotel Ashley Furniture Southwest Savings Amarillo Sheraton Inn Hotel Pyramid Plaza Office Building Messer Toyota Dynamic Foods Plant Covenant Healthcare Center Parkhill Smith & Cooper Engineering -Architects Office Llano Estates Lubbock Diagnostic Center Wells Fargo Center Amarillo Urology Associates O'Neal Steel Reese Center Golf Course The Dominion Apartments Overton Park Redevelopment 47 i BLOSSER APPRAISAL Background experience for Blosser Appraisal includes the following property type appraisals and consulting services. Feasibility Studies Partnership Dissolution Highest and Best Use Analysis Estate Planning Buy - Sell Decision Making Rental Survey Site Analysis Cost Projections Real Estate Investment Analysis Lease analysis blosser appraisal 48 Property Types Appraised Apartment Complex Mini -Warehouse Automobile Dealership Nursing Home Bank Office Buildings Car wash Garden Church High-rise Department Store Parking Lots/Garages Government Building Recreational Property Hospital -Surgery Center -Clinic Restaurant ' Hotels - Motel Retail Commercial Building Implement Dealership Right -of -Way Industrial Plant Service Station Land: Shopping Center Acreage Single Family Residences Commercial Special Purpose Properties Industrial Steel Fabrication/Foundry Subdivision Theater Landscape Nursery Truck Terminal Distribution Lumber Yard Truck Stop Medical Clinic Warehouse Mobile Home Park Golf Course Consulting Services Feasibility Studies Partnership Dissolution Highest and Best Use Analysis Estate Planning Buy - Sell Decision Making Rental Survey Site Analysis Cost Projections Real Estate Investment Analysis Lease analysis blosser appraisal 48 VARIOUS APPRAISAL ASSIGNMENTS La Quinta Hotel 4115 Brownfield Highway, Lubbock 130 Guest Rooms 84,365+- SF Gross Building Area Purpose of appraisal for right of way acquisition for East-West Freeway Client, Texas Dept of Transportation 0-. '1 "` � Mira Vista Shopping Center 5903 82nd Street, Lubbock, Texas 32,325+- SF Gross Building Area Purpose of appraisal for new construction by Bobby Cox Companies Client, City Bank Texas Tech Plaza 1901 University Avenue, Lubbock, Texas 6 -Story Mid -Rise Office Tower 77,298+- Gross Building Area Purpose of appraisal for owner information Client, Texas Tech University Board of Regents Byron Cowling Mini -Storage 12007 Indiana Avenue, Lubbock 400 Storage Units 67,536+- SFIPurpose of appraisal for mortgage financing of new construction, Client, Lubbock National Bank IDIOSS'I oPpraisal 49 t VARIOUS APPRAISAL ASSIGNMENTS Resolution No. 2006-RO578 Putt -Putt Golf and Games 1-35, Lewisville, Texas 36 -Hole Putt -Putt Course, Race Track, Batting Cage, Game Room Purpose of appraisal for mortgage financing Client, Wells Fargo Bank North Star Surgical Center 4640 N Loop 289, Lubbock, Texas 22,861+- SF Gross Building Area Pre -Op, Operating Rooms, Post -Op Purpose of appraisal construction and long term financing, Client, State National Bank Ashton Pointe Apartments 5802 41h Street, Lubbock, Texas 114,978+- SF Gross Building Area 126 Units, luxury complex Purpose of appraisal long term mortgage financing Client, McDougal Companies •`SOO f L Far Sun Star Electric 7722 341h Street, Lubbock, Texas 49,0156+- SF Gross Building Area Hi -Tech electric motor manufacturing plant Purpose of appraisal partnership buy-out and long term financing, Client, Sun Star Electric blower opprol-al 50 ;6 Ashton Pointe Apartments 5802 41h Street, Lubbock, Texas 114,978+- SF Gross Building Area 126 Units, luxury complex Purpose of appraisal long term mortgage financing Client, McDougal Companies •`SOO f L Far Sun Star Electric 7722 341h Street, Lubbock, Texas 49,0156+- SF Gross Building Area Hi -Tech electric motor manufacturing plant Purpose of appraisal partnership buy-out and long term financing, Client, Sun Star Electric blower opprol-al 50 GENERAL WARRANTY DEED STATE OF TEXAS § COUNTY OF LUBBOCK § KNOW ALL MEN BY THESE PRESENTS That CITY OF LUBBOCK, a Texas home rule municipal corporation (herein called "Grantor"), for and in consideration of the sum of TEN AND N0I100 DOLLARS ($10.00), and other good and valuable consideration to Grantor in hand paid by the LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, a Texas not-for-profit development corporation formed pursuant to the Development Corporation Act of 1979 (herein called "Grantee"), 1500 Broadway, 6`h Floor, Lubbock, TX 79401, the receipt and sufficiency of which are hereby acknowledged and confessed, subject to the reservations, covenants and exceptions herein, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY, unto Grantee the SURFACE ESTATE only of all the real property in Lubbock County, Texas described on Exhibit "A", attached hereto, together with all the rights appurtenant to said real property, and fixtures attached thereto or located thereon, including without limitation, the railroad tracks and rail facilities now located on said lands (the "Property"). Grantor reserves unto itself, its successors and assigns, and for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Property, together with the right to cause in said airspace such noise, airwaves and soundwaves as may be inherent in the operation of aircraft, now known or hereafter used, for navigation of or flight in the said airspace, and for use of said airspace for landing on, taking off from, or operating on the Preston Smith Lubbock International Airport. Nothing herein shall be construed to restrict or prohibit the use of the Property by Buyer, its successors and assigns, that is in accordance with Title 14, Part 77 of the U.S. Code of Federal Regulations. Grantee shall not, during the effective term of the Grants (as defined below) and any other period of time directed or advised by the EDA, and/or any other entity with jurisdiction over the Grants, sell or otherwise divest itself of (i) that certain called 7.359 acre tract of land, being described in that certain Warranty Deed, dated July 26, 2001, from Market Lubbock Economic Development Corporation to the City of Lubbock, recorded in Volume 7214, Page 114, Real Property Deeds, Lubbock County, Texas; and/or (ii) that certain called 7.721 acre tract of land, being described in that certain Warranty Deed, dated July 10, 2001, from Market Lubbock Economic Development Corporation to the City of Lubbock, recorded in Volume 7174, Page 151, Real Property Deeds, Lubbock County, Texas (the "Restricted Property"). Notwithstanding the foregoing, Grantee shall be permitted to lease the Restricted Property to third parties for purposes of economic development. This obligation shall be deemed a condition, and not a limitation, and shall not under any circumstance extend beyond the period of time allowed by law. Additionally, Grantee shall, and hereby covenants that it will, comply with all terms, conditions and provisions of (i) all grants received by the Grantor related to the Property, including, without limitation, that certain Economic Development Administration Grant 08-49-03071, the City of Lubbock original recipient (the "Grants"); (ii) all applicable state and/or local statutes, rules, regulations and ordinances relating to airspace restrictions, noise and/or any other aspect of airport and/or aircraft operations, General Warranty Deed — Lubbock Economic Development Alliance Page 2 of 13 including without limitation, Title 14, Part 77 of the U.S. Code of Federal Regulations; (iii) that certain Agreement, made as of June 13, 2001, Resolution No. 2001-R0210, by and between the Burlington Northern and Santa Fe Railway Company, a Delaware corporation, and the City of Lubbock, a Texas municipal corporation (the "Agreement"); and (iv) that certain Lease, dated as of May 1, 2001, Resolution No. 2001-R0209, by and between the Burlington Northern and Santa Fe Railway Company, a Delaware corporation, and the City of Lubbock, a Texas municipal corporation, covering the lands described therein (the "Lease"). Additionally, this conveyance and warranty shall be subject to the following matters: (i) All applicable federal, state and/or local statutes, rules, regulations and ordinances relating to airspace restrictions, noise and/or any other aspect of airport and/or aircraft operations, including without limitation, Title 14, Part 77 of the U.S. Code of Federal Regulations. (ii) Validly existing easements, rights-of-way, and prescriptive rights, whether of record or not; all presently recorded and validly existing restrictions, reservations, covenants, conditions, oil and gas leases, mineral interests, and other instruments, that affect the Property; validly existing rights of adjoining owners in any walls and fences situated on a common boundary; any discrepancies, conflicts, or shortages in area or boundary lines; and any encroachments or overlapping of improvements. (iii) Without limiting the general nature of the above, this conveyance and warranty is subject to the following additional specific exceptions: General Warranty Deed — Lubbock Economic Development Alliance Page 3 of 13 A. Easement granted to N.K. Moody, Trustee by instrument recorded in Volume 123, Page 343, Deed Records of Lubbock County, Texas; assigned to South Plains Pipe Line Company by instrument recorded in Volume 154, Page 37, Deed Records of Lubbock County, Texas. B. Easement granted to Texas Utilities Company by instrument recorded in Volume 142, Page 17, Deed Records of Lubbock County, Texas. C. Easement granted to South Plains Line Company by instrument recorded in Volume 162, Page 303, Deed Records of Lubbock County, Texas. D. Easement granted to Howard Medlock by instrument recorded in Volume 315, Page 36, Deed Records of Lubbock County, Texas. E. Easement granted to South Plains Electric Cooperative, Inc. by instrument recorded in Volume 1038, Page 312, Deed Records of Lubbock County, Texas. F. Easement granted to N.K. Moody, Trustee by instrument recorded in Volume 123, Page 346, Deed Records of Lubbock County, Texas; assigned to South Plains Pipe Line Company by instrument recorded in Volume 154, Page 37, Deed Records of Lubbock County, Texas. G. Easement granted to TEXAS UTILITIES COMPANY by instrument recorded in Volume 142, Page 19, Deed Records of Lubbock County, Texas. H. Right -of -Way Easement granted to LUBBOCK COUNTY, TEXAS by instrument recorded in Volume 160, Page 625, Deed Records of Lubbock County, Texas. I. Easement granted to SOUTH PLAINS ELECTRIC COOPERATIVE, INC. by instrument recorded in Volume 754, Page 432, Deed Records of Lubbock County, Texas. J. Easement granted to the STATE OF TEXAS by Judgment recorded in Volume 1087, Page 576, Deed Records of Lubbock County, Texas. K. Subject to the rights of tenants holding under unrecorded farm lease, Frank Soliz, or assignee thereof, Tenant. General Warranty Deed — Lubbock Economic Development Alliance Page 4 of 13 L. Title to all oil, gas, and other minerals and other elements not constituting part of the surface estate in the above described land, together with all rights, privileges, and immunities relating thereto. M. Easements, or claims of easements and/or encroachments, not shown of public record. N. Twenty Foot (20') right-of-way easement granted to the County of Lubbock, as shown by instrument recorded in Volume 190, Page 302, Deed Records of Lubbock County, Texas. O. Easement granted to the CITY OF LUBBOCK by instrument recorded in Volume 468, Page 409, Deed Records of Lubbock County, Texas. P. Right -of -Way Easement granted to STANOLIND PIPE LINE COMPANY by instrument recorded in Volume 358, Page 83, Deed Records of Lubbock County, Texas. Q. Underground Petroleum Line, as shown on Plat of Surveys dated October 21, 2002, May 22, 2002 and revised June 5, 2002, and compilation of surveys made August 20, 2003, by HUGO REED & ASSOCIATES, INC., Registered Professional Land Surveyor. R. Unknown utility, as shown on Plat of Surveys dated October 21, 2002, May 22, 2002 and revised June 5, 2002, and compilation of surveys made August 20, 2003, by HUGO REED & ASSOCIATES, INC., Registered Professional Land Surveyor. S. Buried fiber optic cable, as shown on Plat of Surveys dated October 21, 2002, May 22, 2002 and revised June 5, 2002, and compilation of surveys made August 20, 2003, by HUGO REED & ASSOCIATES, INC., Registered Professional Land Surveyor. T. Overhead electric line, as shown on Plat of Surveys dated October 21, 2002, May 22, 2002 and revised June 5, 2002, and compilation of surveys made August 20, 2003, by HUGO REED & ASSOCIATES, INC., Registered Professional Land Surveyor. U. Rights or claims, if any, of adjoining property owner in and to that portion of the Property lying between the fence and the East boundary, as shown on Plat of Surveys dated October 21, 2002, May 22, 2002 and revised June 5, 2002, and compilation of surveys made August 20, 2003, by HUGO REED & ASSOCIATES, INC., Registered Public Surveyor. General Warranty Deed - Lubbock Economic Development Alliance Page 5 of 13 V. Rights or claims, or damages arising from fence protrusion onto property adjoining the property on the east, as shown on Plat of Surveys dated October 21, 2002, May 22, 2002 and revised June 5, 2002, and compilation of surveys made August 20, 2003, by HUGO REED & ASSOCIATES, INC., Registered Public Surveyor. W. Drainage Easement, as shown by instrument recorded in Volume 7174, Page 165, Real Property Records of Lubbock County, Texas, and shown as Proposed Drainage Easement on Plat of Surveys dated October 21, 2002, May 22, 2002 and revised June 5, 2002, and compilation of surveys made August 20, 2003, by HUGO REED & ASSOCIATES, INC., Registered Public Surveyor. X. Six Foot diameter by Twenty Foot High (6' dia X 20' high) Tank, Electric Lines, Power Poles, Guys, Guy Pole, Gas Vent, and Gas Meter, as shown on Plat of Surveys dated October 21, 2002, May 22, 2002 and revised June 5, 2002, and compilation of surveys made August 20, 2003, by HUGO REED & ASSOCIATES, INC., Registered Public Surveyor. Y. Fiber Optic Line Signs, as shown on Plat of Surveys dated October 21, 2002, May 22, 2002 and revised June 5, 2002, and compilation of surveys made August 20, 2003, by HUGO REED & ASSOCIATES, INC., Registered Public Surveyor. Z. Southwestern Bell Telephone Riser, as shown on Plat of surveys dated October 21, 2002, May 22, 2002 and revised June 5, 2002, and compilation of surveys made August 20, 2003, by HUGO REED & ASSOCIATES, INC., Registered Public Surveyor. AA. Graded Road, as shown on Plat of Surveys dated October 21, 2002, May 22, 2002 and revised June 5, 2002, and compilation of surveys made August 20, 2003, by HUGO REED & ASSOCIATES, INC., Registered Public Surveyor. BB. Right -of -Way Easement, as shown by instrument recorded in Volume 162, Page 45, Deed Records of Lubbock County, Texas, as shown on Plat of Surveys dated October 21, 2002, May 22, 2002 and revised June 5, 2002, and compilation of surveys made August 20, 2003, by HUGO REED & ASSOCIATES, INC., Registered Public Surveyor. CC. Railroad Right of Way, as shown on Plat of Surveys dated October 21, 2002, May 22, 2002 and revised June 5, 2002, and compilation General Warranty Deed - Lubbock Economic Development Alliance Page 6 of 13 of surveys made August 20, 2003, by HUGO REED & ASSOCIATES, INC., Registered Public Surveyor. DD. Ten Inch (10") Buried Gas Line, as shown on Plat of Surveys dated October 21, 2002, May 22, 2002 and revised June 5, 2002, and compilation of surveys made August 20, 2003, by HUGO REED & ASSOCIATES, INC., Registered Public Surveyor. EE. Subject to the rights of parties in possession. FF. Visible and apparent easements on or across the Property herein described. GG. Any portion of the Property described herein within the limits or boundaries of any public or private roadway. HH. The terms and conditions of that certain Contract of Sale (the "Contract") dated December 7, 2006, by and between Grantor and Grantee. II. That certain unrecorded Agreement, made as of June 13, 2001, Resolution No. 2001-R0210, by and between the Burlington Northern and Santa Fe Railway Company, a Delaware corporation, and the City of Lubbock, a Texas municipal corporation (the "Agreement"). JJ. That certain unrecorded Lease, dated as of May 1, 2001, Resolution No. 2001-R0209, by and between the Burlington Northern and Santa Fe Railway Company, a Delaware corporation, and the City of Lubbock, a Texas municipal corporation, covering the lands described therein (the "Lease"). Grantee has made an independent inspection and evaluation of the Property and acknowledges that Grantor, except as expressly set forth in the Contract, has made no statements or representations concerning the present or future value of the Property, the condition, including the environmental condition of the Property, or the anticipated income, costs, or profits, if any, to be derived from the Property. FURTHER, EXCEPT AS IS EXPRESSLY MADE IN THE CONTRACT, GRANTOR MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESSED, General Warranty Deed — Lubbock Economic Development Alliance Page 7 of 13 STATUTORY. OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, AS TO THE DESCRIPTION, VALUE, QUALITY, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY, MERCHANTABILITY, OR FITNESS FOR PURPOSE OF ANY OF THE PROPERTY. Grantee further acknowledges that, in entering into the Contract and accepting this conveyance, it has relied solely upon its independent evaluation and examination of the Property and public records relating to the Property and the independent estimates, computations, evaluations and studies based thereon. Grantor makes no warranty or representation as to the accuracy, completeness or usefulness of any information furnished to Grantee, if any, whether furnished by Grantor or any other third party. Grantor, its officers, employees, elected officials and agents assume no liability for the accuracy, completeness or usefulness of the material furnished by the Grantor, or any of its officers, employees, elected officials and/or agents, if any, and/or any other third party. Reliance on any material so furnished shall not give rise to, and Grantee hereby releases such parties from and against any cause, claim or action against Grantor, its officers, employees, elected officials and/or agents, and any such reliance shall be at Grantee's sole risk. THE CONVEYANCE OF THE PROPERTY IS ON A "WHERE IS", "AS IS" AND "WITH ALL FAULTS" BASIS, EXCEPT AS MAY BE EXPRESSLY PROVIDED OTHERWISE HEREIN, AND SHALL BE WITHOUT REPRESENTATION OR WARRANTY, EXCEPT AS MAY BE EXPRESSLY PROVIDED OTHERWISE HEREIN, WHATSOEVER, EXPRESS, STATUTORY OR IMPLIED, INCLUDING, BUT WITHOUT LIMITATION, AS TO DESCRIPTION, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY, QUALITY, VALUE, General Warranty Deed — Lubbock Economic Development Alliance Page 8 of 13 FITNESS FOR PURPOSE, MERCHANTABILITY, OR OTHERWISE. Grantee has satisfied itself, as to the type, condition, quality and extent of the Property and property interests which comprise the Property it is receiving pursuant to this Deed. TO HAVE AND TO HOLD the Property, subject to the reservations, covenants and exceptions above, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors and assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof. General Warranty Deed - Lubbock Economic Development Alliance Page 9 of 13 EXECUTED the day of , 2007. GRANTOR: CITY OF LUBBOCK r� DAVID A ILLER, MAYOR ATTEST: R Reb cca Garza, City Secretary APPROVED TO CONTENT: Rob on, .ity Manager/Development Services awe zeti Dave Booher, Right -of -Way Agent APPROVED AS T O Richard Casner First Assistant City Attorney THE STATE OF TEXAS COUNTY LUBBOCK This instrument was acknowledged before me on the 67 day of 2007, by David A. Miller, Mayor of the City of Lubbock, Texas, a home rule munici at corporation. CELIA WEBS (&MY Notary Public, stateotTexas NotaryPublic, State of Texas CwmissimEoms o3.01.2010 My commission expires: 03-01-20 General Warranty Deed — Lubbock Econonuc Development Alliance Page 10 of 13 GRANTEE: LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, a Texas not for profit development corporation go Name: Title: THE STATE OF TEXAS § COUNTY LUBBOCK § This instrument was acknowledged before me on the day of 2007, by , _ of Lubbock Economic Development Alliance, a Texas not for profit development corporation formed pursuant to the Development Corporation Act of 1979. Notary Public, State of Texas My commission expires: _ General Warranty Deed -- Lubbock Economic Development Alliance Page 11 of 13 EXHIBIT "A" To General Warranty Deed TRACT I: A 170.53 acre tract of land located in Section 38, Block D, Lubbock County, Texas, being further described as follows: BEGINNING at a "PK" nail found at the Southwest corner of this tract which bears N. 88°33'49" W. a distance of 5287.13 feet from the Southeast corner of said Section 38; THENCE N. 1004'04" E., along the centerline of a paved county road, (old U.S. 87) a distance of 1825.72 feet to a point of intersection; THENCE Northeasterly, along said centerline, along a curve to the right, said curve having a radius of 2864.60 feet, a central angel of 10°07'00", a chord bearing N. 6°08'40" E., and a chord distance of 505.14 feet to a point of intersection; THENCE N. 11°12'08" E., continuing along said centerline a distance of 309.80 feet to a point of intersection; THENCE Northeasterly, continuing along said centerline, along a curve to the left, said curve having a radius of 2864.99 feet, a central angle of 3°37'14", a chord bearing of N. 9024'14" E., and a chord distance of 181.01 feet to a point of intersection; THENCE S. 88°46'27" E., 50.31 feet pass a ''/2" iron rod with cap found in the East right- of-way line of said county road, continuing for a total distance of 2531.92 feet to a ''/2" iron rod with cap set for the Northeast corner of this tract; THENCE S. 1013'33" W., at 2773.02 feet pass a '/2" iron rod with cap found in the North right-of-way line of FM Highway No. 1294, continuing for a total distance of 2823.02 feet to a point in the South line of said Section 38; THENCE N. 88033'49" W., along the South line of said Section 38 a distance of 2649.62 feet to the POINT OF BEGINNING; TRACT II: A 131.12 acre tract of land located in Section 38, Block D, Lubbock County, Texas, being, the North portion of that 301.648 acre tract of land recorded in Volume 7108, Page 7.3, Real Property Records of Lubbock County, Texas, being further described by metes and bounds as follows: General Warranty Deed — Lubbock Economic Development Alliance Page 12 of 13 BEGINNING at a cross chiseled on concrete found in the centerline of a paved county road, (old U.S. 87) at the Southwest corner of this tract which bears N. 88°33'49" W. a distance of 5179.77 feet and N. 01°26'11" E. a distance of 2813.69 feet from the Southeast corner of said Section 38, Block D, Lubbock County, Texas; THENCE Northeasterly, along said centerline, along a curve to the left, said curve having a radius of 2864.99 feet, a central angle of 05°54'38", a chord bearing of N. 04°38'18" E., and a chord distance of 295.42 feet to a point of intersection; THENCE N. 1044'07" E., continuing along said centerline a distance of 343.52 feet to a point of curvature; THENCE Northeasterly, continuing along said centerline, along a curve to the right, said curve having a radius of 1432.39 feet, a central angle of 25°00'00", a chord bearing of N. 14°05'40" E., and a chord distance of 620.05 feet to a point of intersection; THENCE N. 26037'44" E., continuing along said centerline a distance of 574.36 feet to a point of curvature; THENCE Northeasterly, continuing along said centerline, along a curve having a radius of 1273.24 feet, a central angle of 32°52'21 ", a chord bearing of N. 10° 12'07" E., and a chord distance of 720.52 feet to a point of intersection in the North line of said Section 38; THENCE S. 88044'36" E., along the North line of said Section 38, at 50.41 feet pass a %2" iron rod cap set in the East right-of-way line of said county road, continuing for a total distance of 2014.38 feet to a %Z" iron rod with cap set for the Northeast corner of this tract; THENCE S. 01013'33" W., a distance of 2472.32 feet to a''/z" iron rod with cap found at the Southeast corner of this tract; THENCE N. 88046'27" W., a distance of 2531.92 feet to the POINT OF BEGINNING. ml/cityatt/Richard/LubbockEconomicDevelopmentAlliance-Warranty Deed January 4, 2006 General Warranty Deed — Lubbock Economic Development Alliance Page 13 of 13